0001493152-26-024274 Sample Contracts
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.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. 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 (
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 • 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.
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”).