Exhibit 10.3


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of October 5, 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 7,175,000 warrants (or 8,100,000 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, 7,175,000 Private Placement Warrants at a price of $1.00 per warrant for an
aggregate purchase price of $7,175,000 (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 925,000 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 $925,000 (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.


 



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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.


 


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.


 



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(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.


 


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.


 



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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.


 


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:	/s/
S. Craig Cognetti
	 	 	Name: S. Craig
Cognetti
	 	 	Title: CEO
	 	 	 
	 	PURCHASER:
	 	 	 
	 	AVALON
ACQUISITION HOLDINGS LLC
	 	 	 
	 	By:	/s/
Donald H. Putnam
	 	 	Name: Donald H.
Putnam
	 	 	Title: Managing
Member



 



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Exhibit A 


 


WARRANT AGREEMENT 


 


between


AVALON ACQUISITION INC.


an


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


Dated October ___, 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of October ___, 2021, is by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company , as warrant agent (in such
capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 





WHEREAS, on or about the date hereof, the Company
entered into that certain Private Placement Warrants Purchase Agreement, with Avalon Acquisition Holdings LLC, a Delaware limited
liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 7,175,000
warrants (or 8,100,000 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Company’s
Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”)
at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase
one share of Class A common stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;
and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an
additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Class A common stock (as defined below) and three-fourths of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 13,500,000 redeemable warrants (including up to 2,025,000
redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants , the “Warrants”). Each whole Warrant entitles the
holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Class A
common stock”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable.
A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-253654
(the “Registration Statement”) and a registration statement on Form S-1, No. 333-260077 (the “462(b)
Registration Statement”), and prospectus (the “Prospectus”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and
the shares of Class A common stock included in the Units; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 



    	 



    	 



    

 


WHEREAS, the Company desires to provide for
the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.


 


2.
Warrants.


 


2.1 Form of Warrant. Each Warrant shall
initially be issued in registered form only.


 


2.2 Effect of Countersignature. If a
physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated
Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant
Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in
its account, a “Participant”).


 


If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant
Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall be
signed by, or bear the facsimile signature of, the President, Chief Executive Officer, Chief Financial Officer, or other principal
officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to
serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 



    	 



    	 



    

 


2.4 Detachability of Warrants. The shares
of Class A common stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of Maxim Group
LLC, as representative of several underwriters, but in no event shall the shares of Class A common stock and the Public Warrants
comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission
containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the
proceeds then received by the Company from the exercise by the underwriter of its right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Current
Report on Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form 8-K
announcing when such separate trading shall begin.


 


2.5 Fractional Warrants. The Company
shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Class A common
stock and three-fourths of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a
holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number
the number of Warrants to be issued to such holder.


 


2.6 Private Placement Warrants.


 


2.6.1 The Private Placement Warrants shall
be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as
defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant
to subsection 3.3.1(c) hereof, (ii) including the shares of Class A common stock issuable upon exercise of the
Private Placement Warrants, may not be transferred, assigned or sold until the completion by the Company of an initial Business
Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only
be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00
per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of
clause (ii), the Private Placement Warrants and any shares of Class A common stock held by the Sponsor or any of its Permitted
Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor or
any employees of such affiliates;


 


(b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary
of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;


 


(c) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual;


 


(d) in the case of an individual, pursuant
to a qualified domestic relations order;


 


(e) by private sales or transfers made in
connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private
Placement Warrants, were originally purchased;


 


(f) by virtue of the laws of the State of
Delaware or either of the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor;


 


(g) to the Company for no value for cancellation
in connection with the completion of its initial Business Combination;


 



    	 



    	 



    

 


(h) in the event of the Company’s liquidation
prior to the Company’s completion of its initial Business Combination; or


 


(i) in the event of the Company’s completion of a liquidation, merger, capital stock exchange or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their shares of Class A
common stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that in the case of clauses (a) through (i) or with the prior written consent of the Company,
prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each
permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company
agreeing to be bound by these transfer restrictions in this agreement.


 


3.
Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each whole Warrant
shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from
the Company the number of shares of Class A common stock stated therein, at the price of $11.50 per share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which shares of Class A
common stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
(including by allowing “cashless exercise”) at any time prior to the Expiration Date (as defined below) for a period
of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange
on which the Warrants are listed or applicable law), provided that the Company shall provide at least twenty (20) days prior
written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 


3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business
Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating
at the earliest to occur of (x) 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, (y) the liquidation of the Company in accordance with the Company’s
amended and restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination,
and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or its Permitted Transferees with
respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time
on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom
being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to
a Private Placement Warrant then held by the Sponsor, or their Permitted Transferees in connection with a redemption pursuant to
Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6
hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor, or their Permitted Transferees in the event
of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m.
New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any
such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof
by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the
Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated
for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) any share of Class A common stock pursuant to the exercise of a Warrant, properly completed and
executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant,
properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full
of the Warrant Price for each share of Class A common stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A common stock
and the issuance of such shares of Class A common stock, as follows:


 



    	 



    	 



    

 


(a) in lawful money of the United States,
in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b) [Reserved];


 


(c) with respect to any Private Placement
Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants
for that number of shares of Class A common stock equal to (i) if in connection with a redemption of Private Placement
Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole
Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the
number of shares of Class A common stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise
Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise
Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean
the average last reported sale price of the shares of Class A common stock for the ten (10) trading days ending on the
third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the
Warrant Agent;


 


(d) on a cashless basis, as provided in Section 6.2
hereof with respect to a Make-Whole Exercise; or


 


(e) on a cashless basis, as provided in Section 7.4
hereof.


 


3.3.2 Issuance of Shares of Class A
Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant
a book-entry position or certificate, as applicable, for the number of shares of Class A common stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company,
and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not
be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A
common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall
be exercisable and the Company shall not be obligated to issue shares of Class A common stock upon exercise of a Warrant unless
the shares of Class A common stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole
number of shares of Class A common stock. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of
Class A common stock, the Company shall round down to the nearest whole number, the number of shares of Class A common
stock to be issued to such holder.


 


3.3.3 Valid Issuance. All shares of
Class A common stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 



    	 



    	 



    

 


3.3.4 Date of Issuance. Each person
in whose name any book-entry position or certificate, as applicable, for shares of Class A common stock is issued and who
is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of
such shares of Class A common stock on the date on which the Warrant, or book-entry position representing such Warrant, was
surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of
a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company
or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the
close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5 Maximum Percentage. A holder  of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”)
of the shares of Class A common stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of shares of Class A common stock beneficially owned by such person and its affiliates shall
include the number of shares of Class A common stock issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Class A common stock that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person
and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to
a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of outstanding shares of Class A common stock, the holder may rely on the number of outstanding shares of Class A
common stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or Continental Stock Transfer &Trust Company, as transfer agent
(in such capacity, the “Transfer Agent”), setting forth the number of shares of Class A common stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Class A common stock then outstanding. In any case,
the number of issued and outstanding shares of Class A common stock shall be determined after giving effect to the conversion
or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued
and outstanding shares of Class A common stock was reported. By written notice to the Company, the holder of a Warrant may
from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such
notice is delivered to the Company.


 


4.
Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1 Sub-Divisions. If after the date
hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A
common stock is increased by a capitalization or share dividend of shares of Class A common stock, or by a sub-division of
shares of Class A common stock or other similar event, then, on the effective date of such share capitalization, sub-division
or similar event, the number of shares of Class A common stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in the issued and outstanding shares of Class A common stock. A rights offering to holders of
shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the
“Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A
common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares
of Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A
common stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A common stock,
in determining the price payable for shares of Class A common stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the shares of Class A common stock as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A common stock
shall be issued at less than their par value.


 



    	 



    	 



    

 


4.1.2 Extraordinary Dividends. If
the Company,at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of shares of Class A common stock on account of such shares of Class A
common stock (or other shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of
Class A common stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of the shares of Class A common stock in connection with a shareholder vote to amend the Company’s amended
and restated certificate of incorporation (i) 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 Company’s public
shares if the Company does not complete its initial Business Combination within the time period required by the Company’s
amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision
relating to shareholders” rights or pre-initial Business Combination activity or (e) in connection with the redemption
of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of
its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each share of Class A common stock in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend
or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash
distributions paid on the shares of Class A common stock during the 365-day period ending on the date of declaration of such
dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4
and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares
of Class A common stock issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering
price of the Units in the Offering).


 


4.2 Aggregation of Shares. If after
the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding shares of
Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of shares of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each Warrant shall be decreased in
proportion to such decrease in issued and outstanding shares of Class A common stock.


 


4.3 Adjustments in Warrant Price. Whenever
the number of shares of Class A common stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A
common stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Class A common stock so purchasable immediately thereafter.


 


4.4 Raising of the Capital in Connection
with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising
purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less
than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith
by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B
common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the
Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial
Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common
stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant
Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share
redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the
Market Value and the Newly Issued Price.


 



    	 



    	 



    

 


4.5 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the issued and outstanding shares of Class A common
stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value
of such shares of Class A common stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the issued and outstanding shares of Class A common stock), or in the case of any
sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A
common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the shares of Class A common stock
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for
which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share
by the holders of the shares of Class A common stock in such consolidation or merger that affirmatively make such election,
and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the shares of Class A
common stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by
shareholders of the Company as provided for in the Company’s amended and restated certificate of incorporation or as a result
of the redemption of shares of Class A common stock by the Company if a proposed initial Business Combination is presented
to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which
such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Class A common stock, the holder
of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior
to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class A common stock held
by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4;
provided further that if less than 70% of the consideration receivable by the holders of the shares of Class A common
stock in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the
Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than
zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the
value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a
Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”). For purposes
of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of
each share of Class A common stock shall be the volume weighted average price of the shares of Class A common stock as
reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event,
(iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the
trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest
rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the shares of Class A common stock consists exclusively of cash, the
amount of such cash per share of Class A common stock, and (ii) in all other cases, the volume weighted average price
of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior
to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of
Class A common stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the
Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 



    	 



    	 



    

 


4.6 Notices of Changes in Warrant. Upon
every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.9, the Company shall give written notice of
the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 


4.7 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to
the nearest whole number the number of shares of Class A common stock to be issued to such holder.


 


4.8 Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is
necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 



    	 



    	 



    

 


4.10 No Adjustment.  For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of
an adjustment to the conversion ratio of the Class B common stock into shares of Class A common stock or the conversion
of the Class B common stock into shares of Class A common stock, in each case, pursuant to the Company’s amended
and restated certificate of incorporation, as amended from time to time.


 


5.
Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer. The Warrant
Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such
Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall
be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request.


 


5.2 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or
with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to
another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further,
however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 


5.3 Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant
certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service Charges. No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants. Prior to the
Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the
Detachment Date.


 


6.
Redemption.


 


6.1 Redemption of Warrants When the Price
per Share of Class A Common Stock Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all
of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at
a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 



    	 



    	 



    

 


6.2 Redemption of Warrants When the Price
per Share of Our Class A Common Stock Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less than
all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the
office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share
(subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00
per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently
called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection
with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on
a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Class A common stock
determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to
expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2)
(a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the volume weighted average price of the shares of Class A common stock for the ten (10) trading
days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered
Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered
Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period
described above ends.




 


	Redemption

Date	 	Redemption Fair Market Value of Shares of Class A Common Stock
	(period to

expiration

of warrants)	 	£10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	318.00
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


The exact Redemption Fair Market Value and
Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values
in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Class A common stock
to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the
number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as
applicable, based on a 365- or 366-day year, as applicable.


 



    	 



    	 



    

 


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant
Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant
to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately
prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted.
The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a Warrant. If the Warrant Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by
a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is
$10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings
shall equal the share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant to such Warrant
Price adjustment. In no event shall the Warrants be exercisable in connection with a Make-Whole Exercise for more than 0.361 shares
of common stock per Warrant (subject to adjustment).


 


6.3 Date Fixed for, and Notice of, Redemption;
Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1
or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption
Date (the period lasting from such time until the Redemption Date, the “30-day Redemption Period”) to
the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any
notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per
Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value”
shall mean the last reported sales price of the shares of Class A common stock for any twenty (20) trading days within
the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is
given.


 


6.4 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this
Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof
and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5 Exclusion of Private Placement Warrants.
The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private
Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor , thereof,
or their Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in
compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply
to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor,
or their Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees
in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1
or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private
Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private
Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1 No Rights as Shareholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice
as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any
such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 



    	 



    	 



    

 


7.3 Reservation of Shares of Class A
Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Class A
common stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Shares of Class A
Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1 Registration of the Shares of Class A
Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a
registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon
exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within
sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th)
Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period
beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have
maintained an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of
Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection
7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the shares of Class A common stock
as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is
received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of
“cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be
registered under the Securities Act and (ii) the shares of Class A common stock issued upon such exercise shall be freely
tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in
subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
subsection 7.4.1.


 


7.4.2 Cashless Exercise at Company’s
Option. If the shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described
in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file
or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A common
stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its
commercially reasonable efforts to register or qualify for sale the shares of Class A common stock issuable upon exercise
of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is
not available.


 



    	 



    	 



    

 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of Taxes. The Company shall
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of shares of Class A common stock upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2 Resignation, Consolidation, or Merger
of Warrant Agent.


 


8.2.1 Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days” notice in writing to the Company. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who
shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized
and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan,
City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the Transfer Agent for the shares of Class A common stock not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant
Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur
in the execution of its duties hereunder.


 


8.3.2 Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer, President or Chief Financial Officer of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 



    	 



    	 



    

 


8.4.2 Indemnity. The Warrant Agent
shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable
outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result
of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3 Exclusions. The Warrant Agent
shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any shares of Class A common stock to be
issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A common stock shall, when issued, be
valid and fully paid and nonassessable.


 


8.5 Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A common stock through
the exercise of the Warrants.


 


8.6 Waiver. The Warrant Agent has no
right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.
Miscellaneous Provisions.


 


9.1 Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


9.2 Notices. Any notice, statement or
demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given (i) if by emails, when the email is sent, (ii) if by hand or overnight delivery, when so delivered
or (iii) if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Avalon Acquisition Inc.


2 Embarcadero Center, 8th Floor


San Francisco, CA 94111


Attention: S. Craig Cognetti, Chief Executive Officer


E-mail: ccognetti@avalonspac.com


 


Any notice, statement or demand authorized by this Agreement to
be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 



    	 



    	 



    

 


Continental Stock Transfer & Trust
Company 


1 State Street, 30th floor


New York, NY 10004


Attention: Compliance Department


 


9.3 Applicable Law and Exclusive Forum.
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive
forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,
the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
Registered Holders of the Warrants.


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts. This Agreement may
be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings. The section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments. This Agreement may be
amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein (including conforming the provisions hereof to the description
of the terms of the Warrants and this Agreement set forth in the Prospectus) or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall
not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any modifications
or amendment to increase the Warrant Price or shorten the Exercise Period hall require the vote or written consent of the Registered
Holders of 50% of the then outstanding Public Warrants and any amendment to the terms of, or any provision of, this Agreement with
respect to only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 50% of the
then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.


 


9.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A: Form of Warrant Certificate


Exhibit B: Legend — Private Placement Warrants


 



    	 



    	 



    

 





IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	 	AVALON ACQUISITION INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY,
	 	 	 
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 


[Signature Page to
Warrant Agreement]


 






    	 



    	 



    

 





EXHIBIT
A


 


Form of Warrant Certificate 


 


[FACE]


 


Number


 


Warrants  


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


AVALON ACQUISITION INC.


Incorporated Under the Laws of the State
of Delaware 


 


CUSIP [•]


 


Warrant Certificate


 


This Warrant Certificate certifies that
, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and
each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value (the “Class A
common stock”), of Avalon Acquisition Inc., a Delaware corporation (the “Company”). Each
Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and non-assessable shares of Class A common stock as set forth below, at the exercise
price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money
(or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable share of Class A common stock. No fractional shares will be issued upon exercise of
any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A
common stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common
stock to be issued to the Warrant holder. The number of shares of Class A common stock issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Warrant Price per one share of
Class A common stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


The Warrants may be redeemed, subject to certain
conditions, as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect
as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 



    	 



    	 



    

 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


	 	AVALON ACQUISITION INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	Authorized Signatory
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY,
	 	 	 
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 



    	 



    	 



    

 


[Form of Warrant Certificate] 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Class A common stock
and are issued or to be issued pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,
together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of the shares of Class A common stock to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the shares of Class A common stock is current, except through “cashless
exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the
occurrence of certain events the number of shares of Class A common stock issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in a share of Class A common stock, the Company shall, upon exercise, round down
to the nearest whole number of shares of Class A common stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in
the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed
in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 



    	 



    	 



    

 


Election to Purchase 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive shares of Class A common stock and herewith tenders
payment for such shares of Class A common stock to the order of Avalon Acquisition Inc. (the “Company”)
in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A
common stock be registered in the name of , whose address is and that such shares of Class A common stock be delivered to
whose address is . If said number of shares of Class A common stock is less than all of the shares of Class A common
stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such
shares of Class A common stock be registered in the name of , whose address is and that such Warrant Certificate be delivered
to , whose address is .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of shares of Class A common stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of shares of Class A common stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Class A
common stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A common
stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive shares of Class A common stock. If said number of shares is less than all of the shares of Class A
common stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares of Class A common stock be registered in the name of , whose
address is and that such Warrant Certificate be delivered to , whose address is .


 


[Signature Page Follows]


 


Date: , 20


 


	 	(Signature)
	 	(Address)
	 	 
	 	(Tax Identification Number)



Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD 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).


 



    	 



    	 



    

 





EXHIBIT B 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE LETTER AGREEMENT BY AND AMONG AVALON ACQUISITION INC. (THE “COMPANY”), AVALON ACQUISITION HOLDINGS LLC AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH
THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE
SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND
SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


	NO.	WARRANT


 



    	 



    	 



    

 





Exhibit B


 


REGISTRATION RIGHTS AGREEMENT 


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of October ___, 2021, by Avalon Acquisition Inc., a Delaware corporation (the “Company”),
Maxim Partners LLC (“Maxim”) and Avalon Acquisition Holdings LLC, a Delaware limited liability company
(the “Sponsor” together with any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


WHEREAS, the Sponsor own an aggregate of 5,175,000
shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”)
of the Company;


 


WHEREAS, the Founder Shares will automatically convert into shares of the Company’s Class A common stock, par
value $0.0001 per share (the “Common Stock”), at the time of the initial Business Combination on a one-for-one
basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated certificate of incorporation,
as the same may be amended from time to time;


 


WHEREAS, on October 5, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase
Agreement, pursuant to which the Sponsor agreed to purchase 7,175,000 private placement warrants (or up to 8,100,000 private placement
warrants if the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the
“Private Placement Warrants”) in a private placement transaction occurring simultaneously with the closing of
the Company’s initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one share
of the Company’s Class A common stock at a price of $11.50;


 


WHEREAS, the Company and the Sponsor desire
to enter into this Agreement, pursuant to which the Company shall grant the Sponsor certain registration rights with respect to
certain securities of the Company, as set forth in this Agreement; and


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Adverse Disclosure”
is defined in Section 3.6.


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Board” shall mean
the Board of Directors of the Company.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission” means
the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Common Stock” is
defined in the preamble to this Agreement.


 


“Company” is defined
in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 



    	 



    	 



    

 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Demanding Sponsor”
is defined in Section 2.1.1.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Form S-3” is defined
in Section 2.3.


 


“Founder Shares”
is defined in the preamble to this Agreement and include the shares of Common Stock issuable upon conversion thereof.


 


“Founder Shares Lock-up Period”
means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion
of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the closing
price of the shares of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange or other similar transaction that results in all of the Company’s public stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property.


 


“Holders” shall have
the meaning given in the preamble.


 


“Holder Indemnified Party”
is defined in Section 4.1.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Insider Letters”
shall mean those certain letter agreements, dated as of October 5, 2021, by and among the Company, the Sponsor and each of the
Company’s officers, directors and director nominees.


 


“Issuance Shares”
shall mean the shares of Common Stock issued to Maxim as compensation to the underwriters pursuant to the Underwriting Agreement
representing 0.75% of the shares of Common Stock sold in the Company’s initial public offering.


 


“majority-in-interest of the Demanding
Holders” shall mean, if there is a Demanding Sponsor, the Demanding Sponsor and, otherwise, a majority in interest
of the Demanding Holders.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Misstatement” is
defined in Section 3.1.12.


 


“Notices” is defined
in Section 5.3.


 


“Permitted Transferees”
means a person or entity to whom a Holder is permitted to transfer Registrable Securities prior to the expiration of the Founder
Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letters and any other applicable
agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Private Placement Lock-up Period”
means, with respect to Private Placement Warrants that are held by the Sponsor or their Permitted Transferees, and any of the shares
of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the Sponsor
or their Permitted Transferees, the period ending upon the completion of the Company’s initial Business Combination.


 



    	 



    	 



    

 


“Private Placement Warrants”
means the warrants being purchased privately by the Sponsor simultaneously with the consummation of the Company’s initial
public offering (including to a certain extent in connection with the consummation of the Underwriters” over-allotment option
related thereto).


 


“Pro Rata” is defined
in Section 2.1.4.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a Registration Statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such Registration Statement becoming effective.


 


“Registrable Securities”
mean (i) all of the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (ii) all of
the Private Placement Warrants (and shares of Common Stock issuable upon exercise thereof), (iii) all of the Working Capital
Warrants (and Common Stock issuable upon exercise thereof), (iv) the Issuance Shares and (v) any other equity security of the Company
sold or issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, amalgamation, consolidation, spin-off or reorganization. Registrable Securities
include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with
respect to or in exchange for or in replacement of such Registrable Securities. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with and pursuant to such Registration Statement; (b) such securities shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not require Registration under the Securities Act; or (c) such securities shall have ceased
to be outstanding.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form
S-4 or Form S-8, or their successors, or any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Sponsor” is defined
in the preamble to this Agreement.


 


“Underwriter” means
a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Working Capital Warrants”
means the warrants held by the Sponsor, the officers or directors of the Company or their respective affiliates which may be issued
in repayment of working capital loans made to the Company.


 


2. REGISTRATION
RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. At
any time and from time to time on or after the date that the Company completes a Business Combination, either Sponsor
(the “Demanding Sponsor”) or the Holders of at least a majority in interest of the then issued and outstanding
of Registrable Securities (such Demanding Sponsor or Holders, as the case may be, the “Demanding Holders”)
may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed
to be included in such Registration and the intended method(s) of distribution thereof. The Company will within 10 days of the
Company’s receipt of the Demand Registration notify all Holders of the demand, and each Holder who wishes to include all
or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such Holder
including shares of Registrable Securities in such Registration, a “Demanding Holder”) shall so notify
the Company within 10 days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such
written notification, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,
subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated
to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all
Registrable Securities.


 



    	 



    	 



    

 


2.1.2 Effective Registration. A Registration
will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand
Registration has been declared effective by the Commission and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will
be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or
otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter affirmatively elect to continue
with such Registration and accordingly notify the Company in writing, but in no event later than five days of such election; provided,
further, that the Company shall not be obligated to file a second Registration Statement until the Registration Statement that
has been previously filed becomes effective or is subsequently terminated.


 


2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such Holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any Holder to include its Registrable Securities in such
Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such
Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute
their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwritten offering by the majority-in-interest of the Demanding Holders initiating the Demand
Registration.


 


2.1.4 Reduction of Underwritten Offering.
If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration, in good faith, advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such underwritten offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such underwritten
offering, as follows: (i) the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders
(pro rata based on the respective number of shares that each such Demanding Holder has requested be included in such underwritten
offering, regardless of the number of shares held by each such Demanding Holder (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company
desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares; and (iii) to the extent
that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock
or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant
to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 



    	 



    	 



    

 


2.1.5 Demand Registration Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to
include all of their Registrable Securities in any underwritten offering, such majority-in-interest of the Demanding Holders may
elect to withdraw from such Registration by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration
(or in the case of an underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior
to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company
may effect any underwritten registration pursuant to any then effective Registration Statement, including a Form S-3, that is then
available for such offering and (ii) the Company shall be responsible for the Registration expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5. If the majority-in-interest
of the Demanding Holders withdraws from a proposed underwritten offering relating to a Demand Registration, then such Registration
shall not count as a Demand Registration provided for in this Section 2.1.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights. If at any time
on or after the date the Company completes a Business Combination the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for the account of stockholders of the Company
(or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of
debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company
shall (x) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than seven
days before the anticipated filing date of such Registration Statement, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the Holders in such notice the opportunity to register the sale of such number of
shares of Registrable Securities as such Holders may request in writing within five days following receipt of such notice (such
Registration, a “Piggy-Back Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggy-Back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this Subsection
2.2.1 to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2 Reduction of Offering. If the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the Holders in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together
with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders hereunder, (ii) the Registrable Securities as to which Registration
has been requested under this Section 2.2, and (iii) the shares of Common Stock, if any, as to which Registration
has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such Registration:


 


(a) If the Registration is undertaken for
the Company’s account: (A) the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as
to which Registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 



    	 



    	 



    

 


(b) If the Registration is a “demand”
registration undertaken at the demand of persons or entities other than the Holders: (A) the shares of Common Stock or other
securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to
the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), collectively the shares of Common
Stock or other securities comprised of Registrable Securities, Pro Rata, as to which Registration has been requested pursuant to
the terms hereof, as applicable, that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Shares;
and (D) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C),
the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal. Any Holder may elect
to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written
notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggy-Back Registration. The Company (whether on its own determination or as the result of a request for withdrawal
by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggy-Back Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the Holders in connection with such Piggy-Back Registration
as provided in Section 3.3.


 


2.2.4 Unlimited Piggy-Back Registration
Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations on Form S-3. The
Holders of at least 50% of the number of Registrable Securities may at any time and from time to time, request
in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form
Registration Statement which may be available at such time (“Form S-3”); provided, however, that the
Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the
Company will promptly give written notice of the proposed Registration to all other Holders, and each Holder who thereafter wishes
to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in
writing, within 5 days after the receipt by the Holder of the notice from the Company, and, as soon as practicable thereafter but
not more than 10 days after the Company’s initial receipt of such written request for a registration, effect the registration
of all or such portion of such Holder’s or Holders” Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders
joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to
this Section 2.3 if: (i) Form S-3 is not available for such offering or the Company is not eligible to use Form
S-3; or (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $10,000,000.
Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant
to Section 2.1.


 


2.4 Restrictions on Registration Rights.
If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the
date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, the Company initiated
a Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an underwritten Registration and the Company and
the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or Corporate Secretary
of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration
Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement.
In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.


 



    	 



    	 



    

 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings; Information. Whenever the
Company is required to effect a Registration of any Registrable Securities pursuant to Section 2, the Company shall
use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration Statement.
The Company shall, as expeditiously as possible and in any event within 60 days after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best
efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3.


 


3.1.2 Copies. The Company shall, prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Holders
whose Registrable Securities are included in such Registration, and such Holders” legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each
preliminary prospectus), and such other documents as such Holders or legal counsel for any such Holders may request in order to
facilitate the disposition of the Registrable Securities owned by such Holders.


 


3.1.3 Amendments and Supplements. The
Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such
Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which
any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court)
or such securities have been withdrawn.


 


3.1.4 Notification. After the filing
of a Registration Statement, the Company shall promptly, and in no event more than two business days after such filing, notify
the Holders whose Registrable Securities are included in such Registration Statement of such filing, and shall further notify such
Holders promptly and confirm such advice in writing in all events within two business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take
all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the Holders whose Registrable Securities are included in such Registration
Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus
or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the Holders
whose Registrable Securities are included in such Registration Statement and to the legal counsel for any such Holders, copies
of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable
opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus
or amendment or supplement thereto, including documents incorporated by reference, to which such Holders or their legal counsel
shall reasonably object.


 



    	 



    	 



    

 


3.1.5 Securities Laws Compliance. Prior
to any public offering of Registrable Securities, the Company shall use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
the United States as the Holders whose Registrable Securities are included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the
Registration Statement to be registered with or approved by such other governmental authorities or securities exchanges, including
the New York Stock Exchange, as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders whose Registrable Securities are included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it
is not then otherwise so subject.


 


3.1.6 Agreements for Disposition. The
Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Holders whose Registrable Securities
are included in such Registration Statement. No Holder whose Registrable Securities are included in such Registration Statement
shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect
to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such
Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder
that such Holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation. The principal executive
officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all
other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records. The Company shall make available for inspection by the Holders whose Registrable Securities are included in
such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney,
accountant or other professional retained by any Holder whose Registrable Securities are included in such Registration Statement
or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any of them in connection with such Registration Statement.


 


3.1.9 Opinions and Comfort Letters.
(i) The Company shall, on the date the Registrable Securities are delivered for sale pursuant to a Registration,
obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such
Registration, addressed to the Holders thereof, the placement agent or sales agent, if any, and the Underwriters, if any, covering
such legal matters with respect to the Registration in respect of which such opinion is being given as such Holders, placement
agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance
letters, and reasonably satisfactory to a majority-in-interest of the participating Holders. (ii) The Company shall obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event that a Registration
is an underwritten offering, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders.


 



    	 



    	 



    

 


3.1.10 Listing. The Company shall use
its best efforts to cause all Registrable Securities included in any Registration to be listed on such exchanges or otherwise designated
for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the Holders of a majority-in-interest of the Registrable
Securities included in such Registration.


 


3.1.11 Transfer Agent. The Company shall
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of the Registration Statement.


 


3.1.12 Misstatements. The Company shall
notify the Holders at any time when a prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or prospectus, or necessary to make the statements therein in the light of the circumstances under which they were made
not misleading (a “Misstatement”), and then to correct such Misstatement.


 


3.1.13 Road Show. If the Registration
involves Registrable Securities involving gross proceeds in excess of $25,000,000, the Company shall use its reasonable efforts
to make available senior executives of the Company to participate in customary “road show” and analyst or investor
presentations and such other selling or other informational meetings organized by the Underwriter that may be reasonably requested
by the Underwriter in any underwritten offering, with all out-of-pocket costs and expenses incurred by the Company or such officers
in connection with such attendance and participation to be paid by the Company.


  


3.1.14 FINRA. The Company shall cooperate
with each Underwriter participating in the disposition of such Registrable Securities and Underwriters” counsel in connection
with any filings required to be made with The Financial Industry Regulatory Authority, Inc., including using commercially reasonable
efforts to obtain pre-clearance and pre-approval of the Registration Statement and applicable prospectus upon filing with the Commission.


 


3.1.15 Certificated Securities. The
Company shall, in the case of certificated Registrable Securities, cooperate with the Holders and the managing Underwriters to
facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to
be sold after receiving written representations from the Holders participating in such offering that the Registrable Securities
represented by the certificates so delivered by such Holders will be transferred in accordance with the Registration Statement,
and enable such Registrable Securities to be in such denominations and registered in such names as such Holders or managing Underwriters
may reasonably request at least two business days prior to any sale of such Registrable Securities.


 


3.1.16 Further Assurances. The Company
shall otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders, in connection with such Registration.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale Registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders” covered
by such program to transact in the Company’s securities because of the existence of material non-public information, each
Holder whose Registrable Securities are included in any Registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such Holder will
deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 



    	 



    	 



    

 


3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any Registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all Registration
and filing fees and fees of any securities exchange on which Registrable Securities are then listed; (ii) fees and expenses
of compliance with securities or “blue sky” laws (including fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses;
(iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees);
(v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.10;
(vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses
for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery
of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special
experts retained by the Company in connection with such Registration; and (ix) the fees and expenses of one legal counsel
selected by the Holders of a majority-in-interest of the Registrable Securities included in such Registration. The Company shall
have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold
by the Holders thereof, which underwriting discounts or selling commissions shall be borne by such Holders. Additionally, in an
underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of shares each is selling in such offering.


 


3.4 Information. The Holders shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and
in connection with the Company’s obligation to comply with federal and applicable state securities laws.


 


3.5 Requirements for Participation in Underwritten
Offerings. No person may participate in any underwritten offering for equity securities of the Company pursuant to a
Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the
basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, stock powers, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 


3.6 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented
or amended prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such
supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company
that the use of the prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement
in respect of any Registration at any time would require the Company to make an Adverse Disclosure (as defined below) or would
require the inclusion in such Registration the statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event
more than 30 days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises
its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to
above, their use of the prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this
Section 3.6. “Adverse Disclosure” shall mean any public disclosure of material non-public
information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the
Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or
prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be
made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose
for not making such information public.


 



    	 



    	 



    

 


3.7 Reporting Obligations. As long as
any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly
furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the shares
of Common Stock held by such Holder without Registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act (to the extent such exemptions are applicable to the Company), as such rules may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission, including providing any legal
opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


3.8 Limitations on Registration Rights.
Notwithstanding anything herein to the contrary, Maxim may not exercise its rights under Sections 2.1 and
2.2 hereunder after five (5) and seven (7) years, respectively, after the effective date of the registration statement relating
to the Company’s initial public offering and (ii) Maxim may not exercise its rights under Section 2.1 more than one time.


 


4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Holder, and each of their respective officers, employees, affiliates, directors,
partners, members, attorneys and agents, and each person, if any, who controls such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) (each, a “Holder Indemnified Party”), from
and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based
upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising
out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration;
and the Company shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred
by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling Holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.


 


4.2 Indemnification by Holders. Each selling Holder will, in the event that any Registration is being effected under the Securities Act pursuant
to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its
directors and officers and each Underwriter (if any), and each other selling Holder and each other person, if any, who controls
another selling Holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages
or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required
to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and
shall reimburse the Company, its directors and officers, and each other selling Holder or controlling person for any legal or other
expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability
or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds actually received by such selling Holder. Each selling Holder shall indemnify any Underwriter
of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls
such Underwriter to the same extent as provided in the foregoing with respect to indemnification of the Company.


 



    	 



    	 



    

 


4.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person
(the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or
action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named
as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel)
to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect
of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel
to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If the indemnification provided for in
the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim,
damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties
in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties” relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability
or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 4.4, no Holder shall be required to contribute any amount in
excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually
received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 



    	 



    	 



    

 


4.5 Survival. The indemnification provided
for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.


 


5. MISCELLANEOUS.


 


5.1 Other Registration Rights.  The
Company represents and warrants that no person, other than a Holder, has any right to require the Company to register any shares
of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any Registration filed
by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the
Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail.


 


5.2 Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part, other than with the written consent of Holders representing at least 50% of the Registrable Securities. Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may
assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees
to become bound by the transfer restrictions set forth in this Agreement. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties and the permitted assigns of the Holder or of any assignee of the Holder,
which shall include Permitted Transferees. This Agreement is not intended to confer any rights or benefits on any persons that
are not party hereto other than as expressly set forth in Article 4 and this Section 5.2. No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the
assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may
be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided
in this Section 5.2 shall be null and void.







 


5.3 Notices. All notices, demands, requests,
consents, approvals or other communications (collectively, “Notices”) required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable
air courier service with charges prepaid, or transmitted by hand delivery, electronic mail or facsimile, addressed as set forth
below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given
on the date of service or transmission if personally served; provided, that if such service or transmission is not on a business
day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier
service with an order for next-day delivery.


 


To the Company:


 


Avalon Acquisition Inc.


2 Embarcadero Center, Floor 8


San Francisco, CA 94111


Attn: S. Craig Cognetti


Email: ccognetti@avalonspac.com


 


To the Sponsor, to:


 


Avalon Acquisition Holdings LLC


2 Embarcadero Center, Floor 8


San Francisco, CA 94111


Attn: S. Craig Cognetti


Email: ccognetti@grailpartners.com


 





To any other Holder, to such Holder’s
address as set forth in the books and records of the Company.


 


5.4 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible that is valid and enforceable.


 


5.5 Counterparts. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


5.6 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


5.7 Modifications and Amendments. Upon
the written consent of the Company and the Holders of at least sixty-six and two-thirds percent (662⁄3%)
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a Holder, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the
Holder so affected. No course of dealing between any Holders or the Company and any other party hereto or any failure or delay
on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.8 Titles and Headings. Titles and
headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


5.9 Waivers and Extensions. Any party
to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will
not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may
be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


5.10 Remedies Cumulative. In the event
that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders
may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term
contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted
in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required
to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such
right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.


 


5.11 Governing Law. This Agreement shall
be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements
made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would
compel the application of the substantive laws of any other jurisdiction.


 


5.12 Waiver of Trial by Jury. Each party
hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


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IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date
first written above.


 


	 	COMPANY
	 	 	 
	 	AVALON
ACQUISITION INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SPONSOR:
	 	 	 
	 	AVALON
ACQUISTION HOLDINGS
	 	LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MAXIM
PARTNERS LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: