10,000,000 Units Western Acquisition Ventures Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
WARRANT AGREEMENTWarrant Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This Warrant Agreement (“Agreement”) is made as of January 11, 2022 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 6201 15th Avenue, Brooklyn, NY 11219, 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 • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2022, 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”).
INDEMNIFICATION AGREEMENT WESTERN ACQUISITION VENTURES CORP.Indemnification Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of January 11, 2022, 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”).
28th Floor New York, New York 10022Western Acquisition Ventures Corp. • January 14th, 2022 • Blank checks • New York
This letter confirms our agreement (this “Agreement”) whereby Western Acquisition Ventures Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260384) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENT WESTERN ACQUISITION VENTURES CORP.Registration Rights Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2022, 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 AGREEMENTStock Escrow Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 11, 2022 (“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 UNITSSubscription Agreement for Private Placement Units • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT UNITS (this “Agreement”) is made as of the 11th day of January, 2022, 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 Ladies and Gentlemen:Letter Agreement • January 14th, 2022 • 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 11,500,000 of the Company’s units (including up to 1,500,000 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 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 under the
