Exhibit 4.1 


 


SPECIMEN UNIT CERTIFICATE 


 


NUMBER UNITS 


 


U-                
 


 


	SEE REVERSE FOR 

CERTAIN 

DEFINITIONS	Avalon Acquisition Inc.	 


 


CUSIP [•] 


 


UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE-HALF OF ONE 


 


REDEEMABLE WARRANT TO PURCHASE ONE SHARE
OF CLASS A COMMON STOCK 


 


THIS CERTIFIES THAT


 


is the owner of                 Units.


 


Each Unit (“Unit”) consists of one (1) share
of Class A common stock, par value $0.0001 per share (“Common Stock”), of Avalon Acquisition Inc., a Delaware
corporation (the “Company”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”).
Each whole Warrant entitles the holder to purchase one (1) share of Common Stock (subject to adjustment) for $11.50 per share
(subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable on the later of (i) thirty
(30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), and (ii) twelve
(12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m.,
New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The shares of Common Stock and Warrants
comprising the Units represented by this certificate are not transferable separately prior to [•], 2021, unless Maxim Group
LLC elects to allow earlier separate trading, subject to the Company’s filing with the Securities and Exchange Commission
of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional Warrants
will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed by a Warrant
Agreement, dated as of [•], 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant
Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at [_____________],
New York, New York [_____], and are available to any Upon the consummation of the Business Combination, the Units represented by
this certificate will automatically separate into the shares of Common Stock and Warrants comprising such Units.


 


Warrant holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall be governed by and construed
in accordance with the laws of the State of New York.


 


Witness the facsimile signatures of its duly authorized
officers.


 


	By	 	 
	 	Chief Financial Officer	 





 






     


     


    

 


Avalon Acquisition Inc.





 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 	 	 	 	 
	TEN COM	—	as tenants in common	UNIF GIFT

MIN ACT	—	 	Custodian	 
	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	
        under Uniform Gifts to

Minors Act

	 	 	 	 	 	 
	 	 	 	 	 	(State)
	JT TEN	—	as joint tenants with right of

survivorship and not as tenants in

common	 	 	 


 


Additional abbreviations may also be used
though not in the above list.


 









     


     


    

 


For value received, hereby sells, assigns and transfers
unto 


	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said Units on the books of the within named Company with full power
of substitution in the premises.


	 	 	 
	Dated	 





	 	 	 
	 	Notice:The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
	Signature(s) Guaranteed:	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED

BY AN ELIGIBLE GUARANTOR INSTITUTION

(BANKS, STOCKBROKERS, SAVINGS AND

LOAN ASSOCIATIONS AND CREDIT UNIONS

WITH MEMBERSHIP IN AN APPROVED

SIGNATURE GUARANTEE MEDALLION

PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15

UNDER THE SECURITIES EXCHANGE ACT OF

1934, AS AMENDED, OR ANY SUCCESSOR

RULES).	 


 


In each case, as more fully described in the Company’s
final prospectus dated [•], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain
funds held in the trust account established in connection with the Company’s initial public offering only in the event that
(i) the Company redeems the shares of Common Stock sold in its initial public offering and liquidates because it does not
consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of incorporation,
(ii) the Company redeems the shares of Common Stock sold in its initial public offering in connection with a stockholder vote
to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem
100% of the shares of the Common Stock if it does not consummate an initial business combination by the date set forth in the Company’s
amended and restated certificate of incorporation or (b) with respect to any other provisions relating to the rights of holders
of the shares of the Common Stock or pre-initial Business Combination activity or (iii) if the holder(s) seek(s) to redeem
for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in
the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed
initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the
trust account.