EXHIBIT 10.1


 


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of June 13, 2022, by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”),
and Stuart H. Bohart (the “Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons have become
more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of such corporations;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded
corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may
be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons
in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The
Amended and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bylaws (“Bylaws”)
of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration,
advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to such
insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the
increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that
they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement to
and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee may not be willing to serve
as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in
such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on
the condition that he or she be so indemnified.


 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 






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TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY 


 


Indemnitee will serve or continue to serve as an officer,
director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed
or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement
shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other
capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments
of the parties, if any.


 


2. DEFINITIONS 


 


As used in this Agreement:


 


(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary
or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b) The terms “Beneficial Owner”
and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act
(as defined below) as in effect on the date hereof.


 


(c) A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


(i) Acquisition of Stock by Third Party. Other
than an affiliate of Avalon Acquisition Holdings LLC (the “Sponsor”), any Person (as defined below) is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the
change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii)
of this definition;


 


(ii) Change in Board of Directors. Individuals
who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof
or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate Transactions. The effective
date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote
generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than
51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below))
in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to
vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting
from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that
such ownership existed prior to the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting
from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination;


 






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(iv) Liquidation. The approval by the stockholders
of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company
of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due
(or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction
or a series of related transactions); or


 


(v) Other Events. There occurs any other event
of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar
item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting
requirement.


 


(d) “Corporate Status” describes
the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent
of the Company or of any other Enterprise which such person is or was serving at the request of the Company.


 


(e) “Delaware Court” shall
mean the Court of Chancery of the State of Delaware.


 


(f) “Disinterested Director”
shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification
is sought by Indemnitee.


 


(g) “Enterprise” shall mean
the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, manager, managing member, fiduciary, employee or agent.


 


(h) “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


(i) “Expenses” shall include
all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission
charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in,
a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the
Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedes a bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


(j) References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(k) “Independent Counsel”
shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is,
nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 






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(l) The term “Person” shall
have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that
“Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit
plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(m) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to
act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving
at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent
of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which
indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


(n) References to “serving at the request
of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its
participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 


(o) The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS 


 


To the fullest extent permitted by applicable law,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than
a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant
to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal
Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 






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4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT
OF THE COMPANY 


 


To the fullest extent permitted by applicable law,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4,
Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on
his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or
exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have
been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in
which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or
to exoneration.


 


5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO
IS WHOLLY OR PARTLY SUCCESSFUL 


 


Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant
in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or
in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If
Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to
any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS 


 


Notwithstanding any other provision of this Agreement
except for Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law,
be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND
EXONERATION RIGHTS 


 


Notwithstanding any limitation in Sections 3, 4, or
5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of
the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification,
hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes
a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which
involves intentional misconduct or a knowing violation of the law.


 


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY



 


(a) To the fullest extent permissible under applicable
law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole
or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in
the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to
be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment,
and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 






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(b) The Company shall not enter into any settlement
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


(c) The Company hereby agrees to fully indemnify,
hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the
Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9. EXCLUSIONS 


 


Notwithstanding any provision in this Agreement (except
section 27), the Company shall not be obligated under this Agreement to make any indemnification, advance Expenses, hold harmless or exoneration
payment in connection with any claim made against Indemnitee:


 


(a) for which payment has actually been received by
or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond
the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


(b) for an accounting of profits made from the purchase
and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or
similar provisions of state statutory law or common law; or


 


(c) except as otherwise provided in Sections 14(f)
and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees
or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM


 


(a) Notwithstanding any provision of this Agreement
to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses
incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any
Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time,
prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free.
Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and
without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of
this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent
required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the
Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws,
applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless
or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final
determination that Indemnitee is liable therefor.


 


(b) The Company will be entitled to participate in
the Proceeding at its own expense.


 


(c) The Company shall not settle any action, claim
or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent.


 






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11. PROCEDURE FOR NOTIFICATION AND APPLICATION
FOR INDEMNIFICATION 


 


(a) Indemnitee agrees to notify promptly the Company
in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any
Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement
of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement, or otherwise.


 


(b) Indemnitee may deliver to the Company a written
application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered
from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application
for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of
this Agreement.


 


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



 


(a) A determination, if required by applicable law,
with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods,
which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of
the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors
or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee
or (iv) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee
is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If
it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such
determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as
provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice
to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been
received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that
such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection
is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which
shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding
or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).


 






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(c) The Company agrees to pay the reasonable fees
and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS



 


(a) In making a determination with respect to entitlement
to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and
the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent
Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including
by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If the person, persons or entity empowered or
selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all
such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable
time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement
to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating
thereto.


 


(c) The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his
or her conduct was unlawful.


 


(d) For purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the
Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director,
trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board,
any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


(e) The knowledge and/or actions, or failure to act,
of any other director, officer, trustee, general partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 






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14. REMEDIES OF INDEMNITEE 


 


(a) In the event that (i) a determination is made
pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of
Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt
by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last
sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution
payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3
or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance
with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an
adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively,
Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without
regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek
any such adjudication or award in arbitration.


 


(b) In the event that a determination shall have been
made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination.


 


(c) In any judicial proceeding or arbitration commenced
pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless,
exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any
determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section
10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal
have been exhausted or lapsed).


 


(d) If a determination shall have been made pursuant
to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in
any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e) The Company shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement
are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by
all the provisions of this Agreement.


 


(f) The Company shall indemnify and hold harmless
Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after
the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses
which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or
her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement
or contribution agreement or provision of the Charter, or the Company’s Bylaws now or hereafter in effect; or (ii) for recovery
or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee
ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance
recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 






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(g) Interest shall be paid by the Company to Indemnitee
at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged
to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification,
to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment
is made to Indemnitee by the Company.


 


15. SECURITY 


 


Notwithstanding anything herein to the contrary, except
for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide
security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


 


16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;
SUBROGATION; PRIORITY OF OBLIGATIONS 


 


(a) The rights of Indemnitee as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the
Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement
or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to,
any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration
rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, then this Agreement
(without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify the
Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.


 


(b) The DGCL, the Charter and the Bylaws permit the
Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing
a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against
any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee
or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him
or her against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment,
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company
or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company
and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under
any such Indemnification Arrangement.


 


(c) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall
be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such
director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the
time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise),
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts
to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms
of such policies.


 






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(d) In the event of any payment under this Agreement,
the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed
to relieve any insurer of its obligations.


 


(e) The Company’s obligation to indemnify, hold
harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,
trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding
any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset,
allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple
parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this
Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may
pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against
any person or entity other than the Company.


 


(f) Notwithstanding anything contained herein, the
Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor, its affiliates or any other Person
is secondary.


 


17. DURATION OF AGREEMENT 


 


All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee
shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant
to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at
the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


18. SEVERABILITY 


 


If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


19. ENFORCEMENT AND BINDING EFFECT 


 


(a) The Company expressly confirms and agrees that
it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director,
officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer or key employee of the Company.


 






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(b) Without limiting any of the rights of Indemnitee
under the Charter or the Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written
and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The indemnification, hold harmless, exoneration
and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns,
heirs, devisees, executors and administrators and other legal representatives.


 


(d) The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had
taken place.


 


(e) The Company and Indemnitee agree herein that a
monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further
agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest
extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee
further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other
undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of
Indemnitee by a Court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the
fullest extent permitted by law.


 


20. MODIFICATION AND WAIVER 


 


No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21. NOTICES 


 


All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed, on such delivery or (ii) if mailed by certified or registered
mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a) If to Indemnitee, at the address indicated on
the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.


 


(b) If to the Company, to:


 


Avalon Acquisition Inc.


2 Embarcadero Center, 8th Floor


San Francisco, CA


Attn: S. Craig Cognetti, Chief Executive Officer


 






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With a copy, which shall not constitute notice, to:


 


Venable LLP


1270 Avenue of the Americas


New York, NY 10020


Attn: William N. Haddad, Esq.


 


or to any other address as may have been furnished to Indemnitee in writing
by the Company.


 


22. APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict
of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest
extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in
the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court
for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in
part) to a jury trial.


 


23. IDENTICAL COUNTERPARTS 


 


This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of
this Agreement.


 


24. MISCELLANEOUS 


 


The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


25. PERIOD OF LIMITATIONS 


 


No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of
the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period;
provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall
govern.


 


26. ADDITIONAL ACTS 


 


If for the validation of any of the provisions in
this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes
to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill
its obligations under this Agreement.


 


27. WAIVER OF CLAIMS TO TRUST ACCOUNT 


 


Notwithstanding anything contained herein to the contrary,
Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”)
in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of
the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising
out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly,
Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the
Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company completes a Business
Combination.


 






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28. MAINTENANCE OF INSURANCE 


 


The Company shall use commercially reasonable efforts
to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement,
one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for
losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement.
The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage
available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named
as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured
of the Company’s directors and officers.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Indemnity Agreement to be signed as of the day and year first above written.


 


	Dated: June 13, 2022	 
	 	 
	 	AVALON ACQUISITION INC.
	 	 	 
	 	By:	 /s/ S. Craig Cognetti
	 	 	Name: S. Craig Cognetti
	 	 	Title: Chief Executive Officer


 


	 	INDEMNITEE
	 	 	 
	 	By:	 /s/ Stuart H. Bohart
	 	 	Name: Stuart H. Bohart
	 	 	Title: Director


 


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