EXHIBIT 10.10


 


AMENDMENT TO PROMISSORY
NOTE


 


This
AMENDMENT TO PROMISSORY NOTE (the “Agreement”) is made and executed as of September ___, 2021, by and between Avalon
Acquisition Inc., a Delaware corporation (“Maker”) and Avalon Acquisition Holdings LLC, a Delaware corporation
(“Payee”).


 


Background


 


A. On
October 31, 2020, Maker executed and delivered to Payee a promissory note (the “Promissory Note”) in the principal
amount of Two Hundred Fifty Thousand Dollars ($250,000).


 


B. Maker and Payee desire
to enter into this Agreement to amend a certain provision of the Promissory Note.


 


Agreement


 


NOW,
THEREFORE, in consideration of the reasons set forth above and the mutual promises and covenants contained in this Agreement and the Promissory
Note, the parties hereto agree as follows:


 


1. Definitions.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Promissory Note.


 


2. Amendment to Promissory
Note.


 


2.1 Section 1 of the
Promissory Note is hereby amended in its entirety to read as follows:


 


“1. Principal.
The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 , or (ii) the date on which
Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal
balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee
or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.”


 


3. Miscellaneous.


 


3.1
The background paragraphs set forth above are incorporated herein and made a part hereof for all purposes.


 


3.2
Except as specifically amended hereby, the remaining terms and provisions of the Promissory Note shall not be affected by this Agreement
and shall remain in full force and effect. The Promissory Note, as amended by this Agreement, is ratified and affirmed by Maker and Payee
in all respects.


 


3.3
This Agreement may be executed in any number of counterparts, each of which counterpart shall be deemed to be an original, and all such
counterparts taken together shall constitute but one and the same instrument. The parties agree that signatures delivered via facsimile,
electronic mail (including pdf) or other transmission method shall be deemed to have been duly and validly delivered, are true and valid
signatures for all purposes hereunder and shall bind the parties to the same extent as that of original signatures.


 


3.4
The term Promissory Note as used in this Agreement, and all instruments and agreements executed thereunder, shall for all purposes refer
to such instruments and agreements, respectively, as amended by this Agreement.


 


[Signature
Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Agreement to be duly executed by the undersigned as of the day and year first above
written.


 


	 	AVALON ACQUISITION INC. 
	 	 
	 	By:	 
	 	Name:	R. Rachel Hsu
	 	Title:	Chief Financial Officer


 


	Acknowledged and Agreed to as of the date first written above,	 
	 	 
	AVALON ACQUISITION HOLDINGS LLC 	 
	 	 
	By:	 	 
	Name:	S. Craig Cognetti	 
	Title:	Managing Member