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 THREE-FOURTHS 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 three-fourths (3/4) 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 thesaid 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.