Exhibit 10.8 


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT



 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this
“Agreement”), is entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”),
Avalon Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial public offering of
the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s Class A
common stock, par value $0.0001 per share (each, a “Class A share”), and three-fourths of one redeemable warrant;


 


WHEREAS, each whole warrant entitles the holder to
purchase one Class A share at an exercise price of $11.50 per share, as set forth in the Company’s Registration Statement on
Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-253654, as amended (the
“Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);
and


 


WHEREAS, the Purchaser has agreed to purchase an aggregate of 6,350,000
warrants (or 7,100,000 warrants in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full)
(the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Class A
share at an exercise price of $11.50 per Class A share, at a price of $1.00 per warrant.


 


NOW THEREFORE, in consideration of the
mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms of
the Private Placement Warrants.


 


A. Authorization of the Private Placement
Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.


 


B. Purchase and Sale of the Private
Placement Warrants.


 


(i) On the date of
the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the
“IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the
Company, 6,350,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,350,000 (the “Purchase
Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, to the
trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company,
acting as trustee, in accordance with the Company’s wiring instructions (the “Trust Account”), at least one
(1) business day prior to effective date of the Registration Statement. On
the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available funds to the
Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser
on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii) On the date of
any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment
Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein as a “Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 750,000 Private Placement
Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.00 per warrant for an aggregate
purchase price of up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction
by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Over-allotment
Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by
the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its
option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






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C. Terms of the Private Placement Warrants.


 


(i) Each Private Placement Warrant shall
have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent,
in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) At the time of, or prior to, the closing
of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Private Placement Warrants and the Class A shares underlying the Private Placement Warrants.


 


Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company
hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation and Corporate Power.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate
power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


  


B. Authorization; No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the  Closing Date. This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The execution and delivery by the
Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance
of the Class A shares upon exercise of the Private Placement Warrants and the fulfillment, of and compliance with, the respective
terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach
of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to, the amended and restated certificate of incorporation of the Company or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Class A shares issuable upon
exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement
Warrants and the Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due
to the actions of the Purchaser.


 


D. Governmental Consents. No permit,
consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with
the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


E. Regulation D Qualification. Neither
the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial stockholders of 20%
or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act.


 


Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date)
that:


 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 



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B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the
Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not
as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of,
(b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon
the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject,
or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after
the date hereof under federal or state securities laws.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private
Placement Warrants and, upon exercise of the Private Placement Warrants, the Class A shares issuable upon such exercise (collectively,
the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation
D under the Securities Act.


 


(v) The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of
the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a
high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands that no
United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands that: (a) the
Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption
therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other
person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position
that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination,
are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based
on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities
despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering
or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and
will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix) The Purchaser understands that the
Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 






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Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing
Date as though then made.


 


B. Performance. The Company shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before such Closing Date.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or
the Warrant Agreement.


 


D. Warrant Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent, in the form of Exhibit
A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory
to the Purchaser.


 


Section 5. Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing
Date, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing
Date as though then made.


 


B. Performance. The Purchaser shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement
and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or
the Warrant Agreement.


 


E. Warrant Agreement. The Company
shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination. This Agreement may be terminated
at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the other
party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions. Terms used but not otherwise
defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement on Form S-1 the Company
has filed with the SEC, under the Securities Act. 





 






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Section 9. Miscellaneous. 





 


A. Successors and Assigns. Except
as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not.
Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof.


 


B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement
shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance
with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the laws of another jurisdiction.


 


F. Amendments. This Agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature page follows]





 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 	 
	 	AVALON ACQUISITION INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PURCHASER:
	 	 	 
	 	AVALON ACQUISITION HOLDINGS LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Private Placement
Warrants Purchase Agreement]





 






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Exhibit A 





 


Warrant Agreement 


 






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Exhibit B





 


Registration Rights Agreement 








 






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