INDEMNITY AGREEMENTIndemnification Agreement • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
20,000,000 Units Avalon Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 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 • March 5th, 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 10174 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 5th, 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 one-half 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 • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by Avalon Acquisition Inc., a Delaware corporation (the “Company”) 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 10174Underwriting Agreement • March 5th, 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 one-half 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 [•], 2021Warrant Agreement • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 • 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”).
AVALON ACQUISITION INC.Office Space Agreement • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
