INDEMNITY AGREEMENTIndemnity Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 5, 2021, by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and R. Rachel Hsu (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:
Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Letter 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”).
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”).
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”).
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”).
AVALON ACQUISITION INC.Avalon Acquisition Inc. • October 12th, 2021 • 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 10022Letter 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.
