0001104659-21-128126 Sample Contracts

INDEMNIFICATION AGREEMENT WESTERN ACQUISITION VENTURES CORP.
Indemnification Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and the undersigned person executing this Agreement identified on the signature page hereto (“Indemnitee”).

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WARRANT AGREEMENT
Warrant Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York

This Warrant Agreement (“Agreement”) is made as of [●], 2021 between Western Acquisition Ventures Corp., a Delaware corporation, with offices at 42 Broadway, 12th Floor, New York, New York 10004 (the “Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, with offices at [●], as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT WESTERN ACQUISITION VENTURES CORP.
Investment Management Trust Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WESTERN ACQUISITION VENTURES CORP.
Securities Subscription Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • Delaware

This agreement (the “Agreement”) is entered into on June 9, 2021 by and between Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Western Acquisition Ventures 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 4,312,500 shares (the “Shares”) of our Common Stock, $0.0001 par value per share (the “Founder Shares”), up to 562,500 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:

REGISTRATION RIGHTS AGREEMENT WESTERN ACQUISITION VENTURES CORP.
Registration Rights Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among each of Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, including, without limitation, A.G.P./Alliance Global Partners, Inc., a Delaware corporation (each, a “Holder” and collectively, the “Holders”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among Western Acquisition Ventures Corp., a Delaware corporation (“Company”), each stockholder of the Company listed on Exhibit A hereto (the “Stockholders” and each, a “Stockholder”), and American Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).

WESTERN ACQUISITION VENTURES CORP. SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT UNITS
Subscription Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York

This SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT UNITS (this “Agreement”) is made as of the ___ day of __________, 2021, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), having its principal place of business at 42 Broadway, 12th Floor, New York, New York 10004, and the subscriber set forth on Schedule A hereto (the “Subscriber”).

Western Acquisition Ventures Corp. New York, New York 10004 Re: Initial Public Offering
Underwriting Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you by the undersigned (each signatory, an “Insider”) in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 warrant (each, a “Warrant”) entitling the holder thereof to purchase one-half of a share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units will be sold in the Public Offering will be registered

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