15,000,000 Units Avalon Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 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 • September 7th, 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 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 7th, 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 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 • September 7th, 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”), 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 [•], 2021Warrant Agreement • September 7th, 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 • September 7th, 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. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Letter Agreement • September 7th, 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 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 11 hereof.
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 7th, 2021 • Avalon Acquisition Inc. • Blank checks
This AMENDMENT TO PROMISSORY NOTE (the “Agreement”) is made and executed as of September ___, 2021, by and between Avalon Acquisition Inc., a Delaware corporation (“Maker”) and Avalon Acquisition Holdings LLC, a Delaware corporation (“Payee”).
