East West Ave Acquisition Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Ave LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).
EAST WEST AVE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
The undersigned, East West Ave Acquisition Corp., a blank check company incorporated under the laws of the State of Nevada (the “Company”), hereby confirms its agreement with ARC GROUP SECURITIES LLC and PRIME NUMBER CAPITAL LLC(Collectively, the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, individually, an “Underwriter”), as follows:
EAST WEST AVE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
The undersigned, East West Ave Acquisition Corp., a blank check company incorporated under the laws of the State of Nevada (the “Company”), hereby confirms its agreement with ARC GROUP SECURITIES LLC (collectively, the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Ave LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).
EAST WEST AVE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
The undersigned, East West Ave Acquisition Corp., a blank check company incorporated under the laws of the State of Nevada (the “Company”), hereby confirms its agreement with D. BORAL CAPITAL LLC (“D. Boral” or the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, individually, an “Underwriter”), as follows:
EAST WEST AVE ACQUISITION CORP. Las Vegas, NV 89118Securities Purchase Agreement • February 9th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 20,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between East West Ave Acquisition Corp., a Nevada company (“Company”), and the undersigned indemnitee (“Indemnitee”).
EAST WEST AVE ACQUISITION CORP.Securities Purchase Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,000 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:
EAST WEST AVE ACQUISITION CORP.Securities Purchase Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,000 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-eighth (1/8) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:
EAST WEST AVE ACQUISITION CORP.Securities Purchase Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,000 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:
EAST WEST AVE ACQUISITION CORP. Las Vegas, NV 89118Securities Purchase Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 20,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of July 30, 2026 (this “Agreement”), by and among East West Avenue LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).
East West Ave Acquisition Corp. Las Vegas, NV 89118Underwriting Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), ARC Group Securities LLC and Prime Number Capital LLC as the representatives (collectively, the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public 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 common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities
EAST WEST AVE ACQUISITION CORP.Securities Purchase Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:
RIGHTS AGREEMENTRights Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 20, 2026, between East West Ave Acquisition Corp., a Nevada corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as right agent (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between East West Ave Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”), dated as of [●], 20[●] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Avenue LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of July 30, 2026 (“Agreement”), by and between East West Ave Acquisition Corp., a Nevada company (“Company”), and the undersigned indemnitee (“Indemnitee”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of [ ], 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).
East West Ave Acquisition Corp. Las Vegas, NV 89118Underwriting Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), Prime Number Capital, LLC (“Prime Number”), as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public 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 common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-eighth (1/8) of a share of Common Stock (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between East West Ave Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”), dated as of [●], 20[●] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
EAST WEST AVE ACQUISITION CORP.Administrative Service Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter agreement by and between East West Ave Acquisition Corp. (the “Company”) and East West Ave LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No.333-[ ]) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) 18 months from the Effective Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement).
RIGHTS AGREEMENTRights Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2026 between East West Ave Acquisition Corp., a Nevada corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as right agent (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between East West Ave Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”), dated as of [●], 20[●] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Avenue LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of [ ], 2026 (this “Agreement”), by and among East West Avenue LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).
RIGHTS AGREEMENTRights Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 30, 2026, between East West Ave Acquisition Corp., a Nevada corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as right agent (the “Right Agent”).
EAST WEST AVE ACQUISITION CORP.Administrative Service Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter agreement by and between East West Ave Acquisition Corp. (the “Company”) and East West Ave LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No.333-295205) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) 12 months from the Effective Date, or 15 months if we enter into a definitive business combination agreement within 12 months from the Effective Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 3rd, 2026 • East West Ave Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of March 5, 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the party identified on the signature page hereto (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between East West Ave Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”), dated as of [●], 20[●] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
East West Ave Acquisition Corp. Las Vegas, NV 89118Underwriting Agreement • July 8th, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), ARC Group Securities LLC as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public 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 common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) a
EAST WEST AVE ACQUISITION CORP.Administrative Service Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter agreement by and between East West Ave Acquisition Corp. (the “Company”) and East West Avenue LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on August 3, 2026 until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) August 2, 2027, or November 2, 2027 if we enter into a definitive business combination agreement by August 3, 2027 (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement in Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission File No. 333-295205).
East West Ave Acquisition Corp. Las Vegas, NV 89118Underwriting Agreement • August 5th, 2026 • East West Ave Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), D. Boral Capital LLC as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public 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 common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and t
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 19th, 2026 • East West Ave Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of [ ], 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 21st, 2026 • East West Ave Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between East West Ave Acquisition Corp., a Nevada corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).