Exhibit 10.1 


 


REGISTRATION RIGHTS AGREEMENT 


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of [•], 2021, by Avalon Acquisition Inc., a Delaware corporation
(the “Company”) 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”).


 


WHEREAS, the Sponsor own an aggregate of
5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”)
of the Company;


 


WHEREAS, the Founder Shares will automatically
convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided
in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time;


 


WHEREAS, on [•], 2021, the Company
and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to
purchase 6,800,000 private placement warrants (or up to 7,400,000 private placement warrants if the over-allotment option in connection
with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”) in
a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each
Private Placement Warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock at a price
of $11.50;


 


WHEREAS, the Company and the Sponsor desire
to enter into this Agreement, pursuant to which the Company shall grant the Sponsor certain registration rights with respect to
certain securities of the Company, as set forth in this Agreement; and


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Adverse Disclosure”
is defined in Section 3.6.


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Board” shall
mean the Board of Directors of the Company.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Common Stock”
is defined in the preamble to this Agreement.


 


“Company” is
defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Demanding Sponsor”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form S-3” is
defined in Section 2.3.


 






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“Founder Shares”
is defined in the preamble to this Agreement and include the shares of Common Stock issuable upon conversion thereof.


 


“Founder Shares Lock-up Period”
means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (B) subsequent to the Business Combination, (x) if the closing price of the shares of
the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital
stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to
exchange their shares of Common Stock for cash, securities or other property.


 


“Holders” shall
have the meaning given in the preamble.


 


“Holder Indemnified Party”
is defined in Section 4.1.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Insider Letters”
shall mean those certain letter agreements, dated as of [•], 2021, by and among the Company, the Sponsor and each of the Company’s
officers, directors and director nominees.


 


“majority-in-interest of the
Demanding Holders” shall mean, if there is a Demanding Sponsor, the Demanding Sponsor and, otherwise, a majority
in interest of the Demanding Holders.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Misstatement”
is defined in Section 3.1.12.


 


“Notices” is
defined in Section 5.3.


 


“Permitted Transferees”
means a person or entity to whom a Holder is permitted to transfer Registrable Securities prior to the expiration of the Founder
Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letters and any other applicable
agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Private Placement Lock-up
Period” means, with respect to Private Placement Warrants that are held by the Sponsor or their Permitted Transferees,
and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and
that are held by the Sponsor or their Permitted Transferees, the period ending upon the completion of the Company’s
initial Business Combination.


 


“Private Placement Warrants”
means the warrants being purchased privately by the Sponsor simultaneously with the consummation of the Company’s initial
public offering (including to a certain extent in connection with the consummation of the Underwriters’ over-allotment option
related thereto).


 


“Pro Rata” is
defined in Section 2.1.4.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a Registration Statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such Registration Statement becoming effective.


 


“Registrable
Securities” mean (i) all of the shares of Common Stock issued or issuable upon the conversion of any
Founder Shares, (ii) all of the Private Placement Warrants (and shares of Common Stock issuable upon exercise thereof),
(iii) all of the Working Capital Warrants (and Common Stock issuable upon exercise thereof) and (iv) any other equity
security of the Company sold or issued or issuable with respect to any such share of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, amalgamation, consolidation, spin-off
or reorganization. Registrable Securities include any warrants, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Registrable
Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when:
(a) a Registration Statement with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with and
pursuant to such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require Registration under the Securities Act; or (c) such securities shall have ceased
to be outstanding.


 






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“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form
S-4 or Form S-8, or their successors, or any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Sponsor” is
defined in the preamble to this Agreement.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Working Capital Warrants”
means the warrants held by the Sponsor, the officers or directors of the Company or their respective affiliates which may be issued
in repayment of working capital loans made to the Company.


 


2.
REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Registration.
At any time and from time to time on or after the date that the Company completes a Business Combination, either Sponsor (the “Demanding
Sponsor”) or the Holders of at least a majority in interest of the then issued and outstanding of Registrable Securities
(such Demanding Sponsor or Holders, as the case may be, the “Demanding Holders”) may make a written demand
for Registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be included in such Registration
and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand
Registration notify all Holders of the demand, and each Holder who wishes to include all or a portion of such Holder’s Registrable
Securities in a Registration pursuant to the Demand Registration (each such Holder including shares of Registrable Securities in
such Registration, a “Demanding Holder”) shall so notify the Company within 10 days after the receipt
by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4
and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of
three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


2.1.2 Effective Registration. A
Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective by the Commission and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of
the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will
be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or
otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter affirmatively elect to continue
with such Registration and accordingly notify the Company in writing, but in no event later than five days of such election; provided,
further, that the Company shall not be obligated to file a second Registration Statement until the Registration Statement that
has been previously filed becomes effective or is subsequently terminated.


 


2.1.3 Underwritten Offering. If
a majority-in-interest of the Demanding Holders so elect and such Holders so advise the Company as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any Holder to include its Registrable Securities in such Registration
shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities
through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwritten offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 






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2.1.4 Reduction of Underwritten Offering.
If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration, in good faith, advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such underwritten offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such underwritten
offering, as follows: (i) the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders
(pro rata based on the respective number of shares that each such Demanding Holder has requested be included in such underwritten
offering, regardless of the number of shares held by each such Demanding Holder (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company
desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares; and (iii) to the extent
that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock
or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant
to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Demand Registration Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to
include all of their Registrable Securities in any underwritten offering, such majority-in-interest of the Demanding Holders may
elect to withdraw from such Registration by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration
(or in the case of an underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior
to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company
may effect any underwritten registration pursuant to any then effective Registration Statement, including a Form S-3, that is then
available for such offering and (ii) the Company shall be responsible for the Registration expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5. If the majority-in-interest
of the Demanding Holders withdraws from a proposed underwritten offering relating to a Demand Registration, then such Registration
shall not count as a Demand Registration provided for in this Section 2.1.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights. If at any
time on or after the date the Company completes a Business Combination the Company proposes to file a Registration Statement under
the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for the account of stockholders of the Company
(or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of
debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company
shall (x) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than seven
days before the anticipated filing date of such Registration Statement, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the Holders in such notice the opportunity to register the sale of such number of
shares of Registrable Securities as such Holders may request in writing within five days following receipt of such notice (such
Registration, a “Piggy-Back Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggy-Back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this Subsection
2.2.1 to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2 Reduction of Offering. If
the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company
and the Holders in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken
together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the Holders hereunder, (ii) the Registrable Securities as to
which Registration has been requested under this Section 2.2, and (iii) the shares of Common Stock, if any, as
to which Registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such Registration:


 


(a) If the Registration is undertaken
for the Company’s account: (A) the shares of Common Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities,
as to which Registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 






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(b) If the Registration is a “demand”
registration undertaken at the demand of persons or entities other than the Holders: (A) the shares of Common Stock or other
securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to
the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), collectively the shares of Common
Stock or other securities comprised of Registrable Securities, Pro Rata, as to which Registration has been requested pursuant to
the terms hereof, as applicable, that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares;
and (D) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C),
the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal. Any Holder may
elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Piggy-Back Registration. The Company (whether on its own determination or as the result of a request
for withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement filed
with the Commission in connection with a Piggy-Back Registration at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holders in connection with such Piggy-Back
Registration as provided in Section 3.3.


 


2.2.4 Unlimited Piggy-Back Registration
Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations on Form S-3. The
Holders of at least 50% of the number of Registrable Securities may at any time and from time to time, request in writing that
the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form Registration
Statement which may be available at such time (“Form S-3”); provided, however, that the Company shall
not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will
promptly give written notice of the proposed Registration to all other Holders, and each Holder who thereafter wishes to include
all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within
5 days after the receipt by the Holder of the notice from the Company, and, as soon as practicable thereafter but not more than
10 days after the Company’s initial receipt of such written request for a registration, effect the registration of all or
such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all
or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining
in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3
if: (i) Form S-3 is not available for such offering or the Company is not eligible to use Form S-3; or (ii) the Holders,
together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than $10,000,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 






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2.4 Restrictions on Registration Rights.
If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the
date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, the Company initiated
a Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an underwritten Registration and the Company and
the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or Corporate Secretary
of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration
Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement.
In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.





 


3.
REGISTRATION PROCEDURES.


 


3.1 Filings; Information. Whenever
the Company is required to effect a Registration of any Registrable Securities pursuant to Section 2, the Company shall
use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration Statement.
The Company shall, as expeditiously as possible and in any event within 60 days after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best
efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3.


 


3.1.2 Copies. The Company shall,
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Holders
whose Registrable Securities are included in such Registration, and such Holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each
preliminary prospectus), and such other documents as such Holders or legal counsel for any such Holders may request in order to
facilitate the disposition of the Registrable Securities owned by such Holders.


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which
any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court)
or such securities have been withdrawn.


 


3.1.4 Notification. After the filing
of a Registration Statement, the Company shall promptly, and in no event more than two business days after such filing, notify
the Holders whose Registrable Securities are included in such Registration Statement of such filing, and shall further notify such
Holders promptly and confirm such advice in writing in all events within two business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take
all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the Holders whose Registrable Securities are included in such Registration
Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus
or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the Holders
whose Registrable Securities are included in such Registration Statement and to the legal counsel for any such Holders, copies
of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable
opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus
or amendment or supplement thereto, including documents incorporated by reference, to which such Holders or their legal counsel
shall reasonably object.


 






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3.1.5 Securities Laws Compliance.
Prior to any public offering of Registrable Securities, the Company shall use its best efforts to (i) register or qualify
the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders whose Registrable Securities are included in such Registration Statement (in light of their
intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered
by the Registration Statement to be registered with or approved by such other governmental authorities or securities exchanges,
including the New York Stock Exchange, as may be necessary by virtue of the business and operations of the Company and do any and
all other acts and things that may be necessary or advisable to enable the Holders whose Registrable Securities are included in
such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction
where it is not then otherwise so subject.


 


3.1.6 Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Holders whose Registrable Securities
are included in such Registration Statement. No Holder whose Registrable Securities are included in such Registration Statement
shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to
such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with
such Holder’s material agreements and organizational documents, and with respect to written information relating to such
Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation. The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such
offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records. The Company shall
make available for inspection by the Holders whose Registrable Securities are included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained
by any Holder whose Registrable Securities are included in such Registration Statement or any Underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any of them in connection with such Registration Statement.


 


3.1.9 Opinions and Comfort Letters.
(i) The Company shall, on the date the Registrable Securities are delivered for sale pursuant to a Registration, obtain an
opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration,
addressed to the Holders thereof, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal
matters with respect to the Registration in respect of which such opinion is being given as such Holders, placement agent, sales
agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and
reasonably satisfactory to a majority-in-interest of the participating Holders. (ii) The Company shall obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event that a Registration is an
underwritten offering, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders.


 


3.1.10 Listing. The Company shall
use its best efforts to cause all Registrable Securities included in any Registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the Holders of a majority-in-interest of the Registrable
Securities included in such Registration.


 


3.1.11 Transfer Agent. The Company
shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than
the effective date of the Registration Statement.


 


3.1.12 Misstatements. The Company
shall notify the Holders at any time when a prospectus relating to such Registration Statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement,
as then in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated
in a Registration Statement or prospectus, or necessary to make the statements therein in the light of the circumstances under
which they were made not misleading (a “Misstatement”), and then to correct such Misstatement.


 


3.1.13 Road Show. If the
Registration involves Registrable Securities involving gross proceeds in excess of $25,000,000, the Company shall use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” and
analyst or investor presentations and such other selling or other informational meetings organized by the Underwriter that
may be reasonably requested by the Underwriter in any underwritten offering, with all out-of-pocket costs and expenses
incurred by the Company or such officers in connection with such attendance and participation to be paid by the Company.


 






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3.1.14 FINRA. The Company shall
cooperate with each Underwriter participating in the disposition of such Registrable Securities and Underwriters’ counsel
in connection with any filings required to be made with The Financial Industry Regulatory Authority, Inc., including using commercially
reasonable efforts to obtain pre-clearance and pre-approval of the Registration Statement and applicable prospectus upon filing
with the Commission.


 


3.1.15 Certificated Securities.
The Company shall, in the case of certificated Registrable Securities, cooperate with the Holders and the managing Underwriters
to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities
to be sold after receiving written representations from the Holders participating in such offering that the Registrable Securities
represented by the certificates so delivered by such Holders will be transferred in accordance with the Registration Statement,
and enable such Registrable Securities to be in such denominations and registered in such names as such Holders or managing Underwriters
may reasonably request at least two business days prior to any sale of such Registrable Securities.


 


3.1.16 Further Assurances. The Company
shall otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders, in connection with such Registration.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale Registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders” covered
by such program to transact in the Company’s securities because of the existence of material non-public information, each
Holder whose Registrable Securities are included in any Registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such Holder will
deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration Expenses. The Company
shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any
Piggy-Back Registration pursuant to Section 2.2, and any Registration on Form S-3 effected pursuant to Section 2.3,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all Registration and filing fees and fees of any securities
exchange on which Registrable Securities are then listed; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of
the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) the Company’s internal
expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred
in connection with the listing of the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry
Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified
public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company
in connection with such Registration; and (ix) the fees and expenses of one legal counsel selected by the Holders of a majority-in-interest
of the Registrable Securities included in such Registration. The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the Holders thereof, which underwriting discounts
or selling commissions shall be borne by such Holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling
in such offering.


 


3.4 Information. The Holders shall
provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with
the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the Registration
of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws.


 









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3.5 Requirements for Participation in
Underwritten Offerings. No person may participate in any underwritten offering for equity securities of the Company pursuant
to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, stock powers, underwriting agreements and other customary
documents as may be reasonably required under the terms of such underwriting arrangements.





 


3.6 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended
prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use
of the prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure (as defined below) or would require the
inclusion in such Registration the statement of financial statements that are unavailable to the Company for reasons beyond the
Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more
than 30 days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its
rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above,
their use of the prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The
Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.6.
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure,
in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with
counsel to the Company, (i) would be required to be made in any Registration Statement or prospectus in order for the applicable
Registration Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement
were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


3.7 Reporting Obligations. As long
as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly
furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the shares
of Common Stock held by such Holder without Registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act (to the extent such exemptions are applicable to the Company), as such rules may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission, including providing any legal
opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Holder, and each of their respective officers, employees, affiliates, directors,
partners, members, attorneys and agents, and each person, if any, who controls such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) (each, a “Holder Indemnified Party”), from
and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based
upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising
out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration;
and the Company shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred
by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling Holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.


 






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4.2 Indemnification by Holders.
Each selling Holder will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement
of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and officers
and each Underwriter (if any), and each other selling Holder and each other person, if any, who controls another selling Holder
or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement,
or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or
necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the
Company, its directors and officers, and each other selling Holder or controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling
Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net
proceeds actually received by such selling Holder. Each selling Holder shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 


4.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person
(the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or
action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named
as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel)
to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect
of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel
to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If the indemnification provided for
in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss,
claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability
or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties
in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage,
liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 4.4, no Holder shall be required to contribute any
amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes)
actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 


4.5 Survival. The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of
securities.


 






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5.
MISCELLANEOUS.


 


5.1 Other Registration Rights. The
Company represents and warrants that no person, other than a Holder, has any right to require the Company to register any shares
of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any Registration filed
by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the
Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this
Agreement shall prevail.


 


5.2 Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part, other than with the written consent of Holders representing at least 50% of the Registrable Securities. Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may
assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees
to become bound by the transfer restrictions set forth in this Agreement. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties and the permitted assigns of the Holder or of any assignee of the Holder,
which shall include Permitted Transferees. This Agreement is not intended to confer any rights or benefits on any persons that
are not party hereto other than as expressly set forth in Article 4 and this Section 5.2. No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the
assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may
be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided
in this Section 5.2 shall be null and void.


 


5.3 Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, electronic mail or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall
be deemed given on the date of service or transmission if personally served; provided, that if such service or transmission is
not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice
otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a
reputable air courier service with an order for next-day delivery.





 


To the Company:


 





Avalon Acquisition  Inc.


2 Embarcadero Center, Floor 8


San Francisco, CA 94111


Attn: S. Craig Cognetti


Email: ccognetti@avalonspac.com





 


To the Sponsor, to:


 


Avalon
Acquisition Holdings LLC





2 Embarcadero Center, Floor 8


San Francisco, CA 94111


Attn: S. Craig Cognetti


Email: ccognetti@grailpartners.com



 


To any other Holder, to such Holder’s
address as set forth in the books and records of the Company.


 


5.4 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 



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5.5 Counterparts. This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


5.6 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


5.7 Modifications and Amendments.
Upon the written consent of the Company and the Holders of at least sixty-six and two-thirds percent (662⁄3%)
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a Holder, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the
Holder so affected. No course of dealing between any Holders or the Company and any other party hereto or any failure or delay
on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.8 Titles and Headings. Titles
and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


5.9 Waivers and Extensions. Any
party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time
for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 


5.10 Remedies Cumulative. In the
event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any
power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without
being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


5.11 Governing Law. This Agreement
shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof
that would compel the application of the substantive laws of any other jurisdiction.


 


5.12 Waiver of Trial by Jury. Each
party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]





 






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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the
date first written above. 


	 	 	 	 
	 	COMPANY
	 	 
	 	AVALON ACQUISITION INC.
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SPONSOR:
	 	 
	 	AVALON ACQUISTION HOLDINGS LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 	 


[Signature Page to Registration Rights
Agreement]


 






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