0001493152-26-036082 Sample Contracts
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.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:
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”).
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”).
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.
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 • 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