Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On September 21, 2022, Avalon Acquisition, Inc., a
Delaware corporation (“Avalon”), The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG”),
Beneficient Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of BCG (“Merger Sub I”),
and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG (“Merger
Sub II” and together with Merger Sub I, the “Merger Subs”), entered into a Business Combination Agreement
(as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).
Capitalized terms used and not otherwise defined in this Current Report on Form 8-K (this “Current Report”) have the meanings
set forth in the Business Combination Agreement. The Business Combination Agreement and transactions contemplated therein (the “Transactions”)
were unanimously approved by Avalon’s Board of Directors and the board of directors of the general partner of BCG. In connection
with the Business Combination Agreement, following receipt of the necessary approval from equityholders, (i) BCG will convert from a Delaware
limited partnership to a Nevada corporation (the “Conversion”, and such entity following the conversion, the “Company”),
(ii) immediately following confirmation of the Conversion, Merger Sub I will merge with and into Avalon (the “Avalon Merger”),
with Avalon surviving the Avalon Merger (the “Avalon Merger Surviving Company”) as a wholly owned subsidiary of the
Company, and (iii) within two weeks following confirmation of the Avalon Merger, the Avalon Merger Surviving Company will merge with and
into Merger Sub II (the “LLC Merger,” together with the Avalon Merger, the “Mergers”) with Merger
Sub II surviving the LLC Merger as a wholly-owned subsidiary of the Company.
The Avalon Merger
Following the Initial Recapitalization, Contribution
and Conversion (each of which is further described below), on the Closing, Avalon and Merger Sub I will cause the Avalon Merger to be
consummated by filing the Avalon Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable
provisions of the DGCL (the time of such Avalon Merger being the “Avalon Merger Effective Time”).
At the Avalon Merger Effective Time, Merger Sub I
and Avalon will consummate the Avalon Merger, pursuant to which Merger Sub I will be merged with and into Avalon, following which the
separate corporate existence of Merger Sub I will cease and Avalon will continue as the Avalon Merger Surviving Corporation after the
Avalon Merger and as a direct, wholly-owned subsidiary of the Company.
Business Combination Consideration
At the Avalon Merger Effective Time, the following
transactions are expected to occur:
| · | Every issued and outstanding Avalon Unit outstanding immediately prior to
the Avalon Merger Effective Time will be automatically detached into one share of Avalon Class A Common Stock and three-fourths of a share
of one Avalon Warrant. |
| · | Each share of Avalon Common Stock issued and outstanding immediately prior
to the Avalon Merger Effective Time (other than certain excluded shares, such as redeemed shares and shares held in treasury) that is
not redeemed and each share of Avalon Common Stock included in the Avalon Units that is not redeemed will be converted into, and the holders
of Avalon Common Stock will be entitled to receive for each share of Avalon Common Stock, one Company Class A Common Share and one share
of Company Series A Preferred Stock; provided, that Avalon Acquisition Holdings LLC (the “Sponsor”) and other
holders of the Avalon Class B Common Stock will not be entitled to receive any Company Series A Preferred Stock in respect of such shares
of Avalon Class B Common Stock. |
| · | Each outstanding Avalon Warrant, including all Avalon Warrants that were
included in the Avalon Units, will, automatically and irrevocably, be modified to provide that such Avalon Warrant will no longer entitle
the holder thereof to purchase one share of Avalon Common Stock as set forth therein and in substitution thereof such Avalon Warrant will
entitle the holder thereof to acquire one Company Class A Common Share, subject to adjustments as provided in the Warrant Agreement, and
one share of Company Series A Preferred Stock; provided, that if a Private Placement Warrant is exercised before the Company Series A
Preferred Stock Conversion Date, the holder of such Private Placement Warrant shall only receive Company Class A Common Shares and shall
not receive any Company Series A Preferred Stock. |
| · | Each issued and outstanding share of common stock of Merger Sub I will be
converted into and become one validly issued, fully paid and nonassessable share of Avalon Class A Common Stock, of the Avalon Merger
Surviving Corporation. From and after the Avalon Merger Effective Time, all certificates representing the common stock of Merger Sub I
will be deemed for all purposes to represent the number of shares of Class A Common Stock of the Avalon Merger Surviving Corporation into
which they were converted in accordance with the immediately preceding sentence. |
| · | No fractional Company Common Shares will be issued upon the surrender for
exchange of the Avalon Common Stock or Non-Sponsor Avalon Warrants and the number of Company Common Shares to be issued to each holder
in respect of the Avalon Common Stock or Non-Sponsor Avalon Warrants will be rounded down to the nearest whole share. |
Company Series A Preferred
Stock
The Series A Preferred Stock shall be nonvoting and
have a liquidation preference equal to its par value of $0.001 per share. Each share of Company Series A Preferred Stock that is then
issued and outstanding will automatically, and without action of the holder thereof, convert into one-fourth (1/4) of a Company Class
A Common Share on the later of (i) 90 days after the Closing Date and (ii) 30 days after a registration statement under the Securities
Act has been declared effective with respect to the issuance of the Company Class A Common Shares upon the exercise of the Company Warrants
(the “Company Series A Preferred Stock Conversion Date”). Thereafter, the Company Series A Preferred Stock shall have
no conversion rights and shall be subject to redemption at their liquidation preference per share at the option of the Company.
Additional Terms of the Business Combination Agreement
Under Avalon’s Amended and Restated Certificate
of Incorporation, and in connection with obtaining the approval of the Avalon Merger by Avalon’s stockholders, Avalon is required
to provide an opportunity for its stockholders to redeem all or a portion of their outstanding shares of Avalon Class A Common Stock as
set forth therein (the “Avalon Stockholder Redemption”), with the Avalon Stockholder Redemption to be effected no later
than two business days prior to the special meeting of the holders of Avalon Common Stock.
The parties to the Business Combination Agreement
have made customary representations, warranties, and covenants in the Business Combination Agreement, including, among others, covenants
with respect to the conduct of each of Avalon and BCG and its subsidiaries prior to the consummation of the Avalon Merger and other Transactions
(the “Closing”) and a covenant providing for Avalon and BCG to jointly prepare, agree upon, and file a registration
statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”)
(which will contain a prospectus of BCG and proxy statement of Avalon). The representations and warranties made in the Business Combination
Agreement will not survive the consummation of the Mergers.
The consummation of the Transactions is subject to
certain customary conditions, including, among other things: (i) the expiration or termination of the waiting period (or any extension
thereof) applicable under the Hart-Scott Rodino Antitrust Improvements Act of 1976, (ii) after giving effect to the Transactions (including
the Avalon Stockholder Redemption), Avalon shall have at least $5,000,001 of net tangible assets; (iii) the required approval of the stockholders
of Avalon shall have been obtained for the Avalon Merger among other matters (the “Requisite Avalon Stockholder Approval”);
(iv) the members of the board of directors of the Company shall be constituted as contemplated by the Business Combination Agreement;
(v) the required approval of the sole stockholder of Merger Sub I, the sole member of Merger Sub II and the general partner of BCG shall
have been obtained for the Avalon Merger and other Transactions; (vi) certain holders of BCG, Merger Sub I and Merger Sub II shall have
executed and delivered a lock-up agreement in favor of the Company; (vii) the Company’s initial listing application with the Nasdaq
Stock Market LLC in connection with the transactions contemplated by the Business Combination Agreement shall have been conditionally
approved and the shares of Class A Common Shares, Company Series A Preferred Stock and Company Warrants to be issued in respect of the
Avalon Public Warrants in connection with the business combination shall have been approved for listing with the Nasdaq Stock Market LLC;
(viii) the absence of any material adverse effect, or any change, event, effect, or occurrence that, individually or in the aggregate
would result in a material adverse effect with respect to either the Company or Avalon; (ix) the effectiveness of the Registration Statement
in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”); (x) no governmental
entity shall have enacted, issued or entered any law or order that is then in effect and which has the effect of making the Transactions
illegal or which otherwise prohibits or prevents the consummation of the Transactions; (xi) the accuracy of the representations and warranties
of each party to the Business Combination Agreement (subject to certain materiality standards set forth in the Business Combination Agreement);
and (xii) material compliance by each of Avalon and the Company with its pre-Closing covenants. In addition, the obligations of the Company
and the Merger Subs to consummate the Avalon Merger and other Transactions are also conditioned on (A) the completion of the Avalon Stockholder
Redemption, and after the Avalon Stockholder Redemption, Avalon having at least 400 unrestricted round lot holders; (B) the resignation
or removal of the directors and officers of Avalon; and (C) the performance in all material respects of each of the covenants of each
of the parties to the agreement (the “Sponsor Agreement”) with the Sponsor required under the Sponsor Agreement to
be performed as of or prior to the Closing. The obligations of Avalon to consummate the Avalon Merger and other Transactions are also
conditioned upon, among other things, (x) the adoption of the Company’s organizational documents; (y) the consummation of the Conversion
and Contribution by BCG; and (z) BCG shall have delivered to Avalon the audited financial statements of BCG as of and for the fiscal year
ended December 31, 2021.
The Business Combination Agreement may be terminated
by Avalon or BCG under certain circumstances, including, among others: (i) by written consent of Avalon and BCG; (ii) by either Avalon
or BCG, if the Closing has not occurred on or before January 8, 2023, subject to the parties’ extension election to extend the duration
of Avalon’s completion window from January 8, 2023 to April 8, 2023 or from April 8, 2023 to July 8, 2023 (except that the right
to terminate shall not be available to any party whose breach of any of its covenants or obligations under the Business Combination Agreement
shall have proximately caused the failure to consummate the Closing by such date); (iii) by Avalon or BCG, if the meeting of the stockholders
of Avalon (the “Avalon Stockholders’ Meeting”) has been held and concluded without Avalon obtaining the Requisite
Avalon Stockholder Approval; (iv) by Avalon or BCG, if any of such other party’s representations or warranties set forth in the
Business Combination Agreement are not true and correct or such other party has failed to perform any covenant or agreement set forth
in the Business Combination Agreement, in each case, if such breach or failure (a) would prevent certain conditions to closing from being
satisfied and (b) is incurable or not cured within the time periods set forth in the Business Combination Agreement and (v) by Avalon
if the audited financial statements of BCG for the year ended December 31, 2021, agreed to be delivered, (a) are qualified in any substantive
manner or (b) reflect a material and adverse difference in the financial condition or business of the BCG Group and the Variable Interest
Entities (taken as a whole), as compared to the draft financial statements of BCG for the year ended December 31, 2021.
Upon a termination of the Business Combination Agreement,
all expenses incurred in connection with the Business Combination Agreement and the Transactions will be paid by the Party incurring such
expenses. However (and notwithstanding the foregoing), in the event that the Business Combination Agreement is validly terminated
by Avalon as a result of specific events (including the GWG Holdings bankruptcy proceedings), then BCG is required (subject to certain
conditions set forth in the Business Combination Agreement) to reimburse Avalon for its fees and expenses (up to a maximum amount of $1,000,000)
and deposit into the Trust Account the amount of any required extension amounts to allow Avalon to extend the timeline to pursue an initial
business combination through July 8, 2023.
Subject to certain conditions set forth in the Business
Combination Agreement, BCG has agreed to pay for the costs of extending the term of Avalon until July 8, 2023, assuming that the Avalon
Merger has not closed prior to July 8, 2023.
The foregoing description of the Business Combination
Agreement, the Avalon Merger and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Business Combination Agreement (a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference) and
other documents executed in connection therewith.
The Business Combination Agreement contains representations,
warranties, and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination
Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes
of the contract among the parties and are subject to important qualifications and limitations in the Business Combination Agreement, Disclosure
Schedules and related transaction documents, each of which were agreed to by the parties in connection with negotiating the Business Combination
Agreement and transactions contemplated thereby. The Business Combination Agreement has been attached to provide investors with information
regarding its terms and is not intended to provide any other factual information about Avalon, BCG, or any other party to the Business
Combination Agreement. In particular, the representations, warranties, covenants, and agreements contained in the Business Combination
Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit
of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination
Agreement instead of establishing these matters as facts), and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the
representations, warranties, covenants, and agreements, or any descriptions thereof, as characterizations of the actual state of facts
or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants, and agreements
and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning
the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement,
which subsequent information may or may not be fully reflected in Avalon’s or BCG’s public disclosures.
Transactions Occurring Prior to the Avalon Merger
Initial Recapitalization
In addition, the Business Combination Agreement provides
that prior to the Conversion, BCG will be recapitalized as follows: (i) the limited partnership agreement of BCG will be amended to create
the BCG Class B Common Units, and the existing common units will be renamed BCG Class A Common Units; (ii) certain holders of the Preferred
Series A Subclass 1 Unit Accounts of BCH will convert certain BCH Preferred A-1 Unit Accounts to BCH Class S Ordinary Units, which such
BCH Class S Ordinary Units will be contributed to BCG in exchange for BCG Class A Common Units and/or BCG Class B Common Units; and (iii)
certain holders of the BCH Preferred C Unit Accounts may convert certain of such BCH Preferred C-1 Unit Accounts to newly issued BCG Class
A Common Units (the “Initial Recapitalization”). The terms of the Initial Recapitalization are described in further
detail on Schedule 10.02(e)(vii) and Exhibit E of the Business Combination Agreement.
In connection with the Initial Recapitalization and
to facilitate the Initial Recapitalization, the Conversion, Contribution and the Mergers, the BCG Organizational Documents and the BCH
Organizational Documents will be amended and restated, in accordance with the terms attached to the Business Combination Agreement as
Exhibit E, in each case, to provide for the Initial Recapitalization.
The Conversion
Following the Initial Recapitalization and prior to
Closing, BCG will convert from a Delaware limited partnership to a Nevada corporation, and immediately following the Conversion Effective
Time, BCG will continue as the resulting corporation of the Conversion and change its name to “Beneficient”.
To effectuate the Conversion, following the Initial
Recapitalization and prior to the Closing and Contribution, BCG agreed to execute a Plan of Conversion, in a form mutually agreeable to
the parties and in accordance with the terms attached to the Business Combination Agreement as Exhibit F (the “Plan of Conversion”).
At the Conversion Effective Time, on the terms and conditions set forth in the Business Combination Agreement and in the Plan of Conversion,
BCG will convert into a Nevada corporation.
At the Conversion Effective Time, by virtue of the
Conversion, the Amended BCG Organizational Documents will be amended and restated by the Company Charter and Bylaws, which will be in
accordance with the terms set forth on Exhibit F to the Business Combination Agreement and otherwise in a form approved by Avalon.
The Contribution
Following the Initial Recapitalization and Conversion
and prior to the Closing, the Company agreed to execute a Contribution Agreement, pursuant to which the Company will contribute to Ben
LLC, a Delaware limited liability company (“Ben LLC”), which will be a wholly-owned, direct subsidiary of BCG, and
which will be formed by the Company, all of the BCH limited partnership interests and general partnership interests held by the Company.
The LLC Merger
Within two weeks after the Avalon Merger Effective
Time, the Avalon Merger Surviving Company will merge with and into Merger Sub II at the LLC Merger Effective Time. Following the LLC Merger
Effective Time, the separate existence of the Avalon Merger Surviving Company will cease and Merger Sub II will continue as the surviving
entity of the LLC Merger, as a wholly owned subsidiary of the Company.
Ancillary Agreements
Pursuant to the Business Combination Agreement, the
parties have agreed to enter into the following ancillary agreements in connection with the Transactions (collectively, the “Ancillary
Agreements”). The following descriptions of the Ancillary Agreements do not purport to be complete and are subject to change
further negotiations and revisions between the Parties (and, if applicable, other parties thereto).
Assignment, Assumption and Amendment to Warrant
Agreement
In connection with the Avalon Merger, the Company
would assume the Warrant Agreement and all of the outstanding Avalon Warrants and each Avalon Warrant would become a warrant to purchase
one Company Class A Common Share and one share of Company Series A Preferred Stock pursuant to the terms of an assignment, assumption
and amendment agreement substantially in the form attached to the Business Combination Agreement as Exhibit A.
Stockholders Agreement
In connection with the consummation of the Avalon
Merger and the Transactions, the Company and certain Persons who would become holders of Company B Common Shares as a result of the Initial
Recapitalization, Conversion and the Avalon Merger would enter into a Stockholders Agreement in accordance with the terms attached as
Exhibit F to the Business Combination Agreement (the “Stockholders Agreement”), which would become effective as of
the Avalon Merger Effective Time.
Pursuant to the Stockholders Agreement:
| · | The Class B Holders would designate the Class B Directors. |
| · | The Company would be required to establish and maintain (i) a compensation
committee of the board of directors, (ii) a nominating committee of the board of directors, (iii) an executive committee of the board
of directors and (iv) a community reinvestment committee of the board of directors (collectively, the “Board Committees”).
The Board Committees would have substantially similar powers and authority as the corresponding committees of the board of directors of
Beneficient Management, L.L.C. (“Beneficient Management”) as general partner of BCG, have immediately prior to the
Conversion, except that the executive committee of the board of directors of the Company would have, subject to certain exceptions, plenary
power of the board of directors. Pursuant to the Stockholders Agreement, each of the Board Committees would be comprised of four members,
at least two of which would be designated by the majority of the Class B Directors. The majority of the Class B Directors would also have
the right to designate the chair of each of the Board Committees. |
| · | The Class B Holders would have substantially similar approval rights over
Company matters as the executive committee of the board of directors of Beneficient Management, as the general partner of BCG, and the
Class B Holders, on an individual basis, have with respect to BCG and its subsidiaries immediately prior to the Conversion. |
Registration Rights Agreement
In connection with the consummation of the Transactions,
the Company and certain Persons who would become holders of or have the right to receive Company Common Shares as a result of the Initial
Recapitalization, Conversion and the Avalon Merger would enter into a Registration Rights Agreement containing certain registration rights
for the holders of Company Common Shares who are parties thereto in a form mutually agreeable to the parties and in accordance with the
terms attached as Exhibit B to the Business Combination Agreement (the “Registration Rights Agreement”), which would
become effective as of the Avalon Merger Effective Time.
B-1 and B-2 Holder Lock-Up Agreement
On or prior to the Closing, certain holders of Preferred
Series B-1 and B-2 Unit Accounts who would become holders of Company Common Shares as a result of the Conversion may enter into a lock-up
agreement with the Company, substantially in the form set forth on Exhibit C-1 attached to the Business Combination Agreement, pursuant
to which each such holder would agree not to transfer Company Common Shares or securities convertible into Company Common Shares held
by such holder for the applicable lock-up period. For such holders, the applicable lock-up period begins as of the Closing and ends on
the earlier (x) one (1) year following the Closing and (y) the date after the Closing on which the Company consummates a liquidation,
merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s
shareholders having the right to exchange their equity holdings in Company for cash, securities or other property; provided that 25% of
such holder’s shares shall be released from lockup on each of the 91st, 181st and 271st day following the Closing.
Beneficient Legacy Holder Lock-Up Agreement
BCG, the Company and certain legacy holders of partnership
units of BCG who would become holders of Company Common Shares as a result of the Conversion would enter into a lock-up agreement with
the Company, substantially in the form set forth on Exhibit C-2 attached to the Business Combination Agreement, pursuant to which each
such holder would agree not to transfer Company Common Shares or securities convertible into Company Common Shares held by such holder
for the applicable lock-up period. For such holders, the applicable lock-up period begins as of the Closing and ends on earlier of (x)
six (6) months of the date of the Closing, (y) the date after the 150th day following the Closing on which the closing price of the Company
Common Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, share consolidations, subdivisions,
share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day
period commencing at least 150 days after the Closing, and (z) the date after the Closing on which the Company consummates a liquidation,
merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s
shareholders having the right to exchange their equity holdings in Company for cash, securities or other property; provided that
250 Company Common Shares shall be free from lock-up for each holder.
Sponsor Lock-Up Agreement
Concurrently with the execution and delivery of this
Agreement, the Company and the Sponsor have entered into a Lock-Up Agreement (each, a “Sponsor Lock-Up Agreement”),
pursuant to which the Sponsor has agreed not to transfer Company Common Shares or securities convertible into Company Common Shares held
by the Sponsor for the applicable lock-up period. The applicable lock-up period for the Sponsor begins as of the Closing and ends on the
earlier of (x) December 31, 2029, (y) the date after the December 31, 2024 on which the closing price of the common shares of BCG equals
or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends,
reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period following
December 31, 2024, and (z) the date after the Closing on which BCG consummates a liquidation, merger, share exchange, reorganization or
other similar transaction with an unaffiliated third party that results in all of the BCG’s shareholders having the right to exchange
their equity holdings in Company for cash, securities or other property; provided that the Sponsor may sell at a price of at least
$10.50 per share beginning January 1, 2025 and up to 20% of its shares in each of 2028 and 2029 without price restriction.
The foregoing description of the Sponsor Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Lock-Up Agreement, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Amendment to Letter Agreement
The Company, Avalon and certain Sponsor Persons (including
the Sponsor) have entered or shall enter prior to Closing into an Amendment to Letter Agreement (each, a “Letter Amendment”),
pursuant to which the Company is added as a party to that certain Letter Agreement, dated as of October 5, 2021, pursuant to which the
such Sponsor Parties agreed, among other matters, to (i) waive their redemption rights with respect to their founder shares that they
may hold in connection with the completion of the Avalon Merger, (ii) vote in favor of any proposed business combination for which the
Company seeks approval, (iii) consent to an amendment to the Avalon Private Warrants such that if they are exercised on or prior to the
Company Series A Preferred Stock Conversion Date, the holders of the Avalon Private Warrants would not receive the Company Series A Preferred
Stock upon exercise of the Avalon Private Warrants and (iv) be bound by certain transfer restrictions with respect to their founder shares.
The foregoing description of the Letter Amendment
does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Letter Amendment, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Founder Voting and Support Agreement
Concurrently with the execution and delivery of the
Business Combination Agreement, certain Persons who would become holders of Company Common Shares as a result of the Conversion have entered
into one or more Voting and Support Agreements (each, a “Founder Voting and Support Agreement”) pursuant to which,
inter alia, such Persons have agreed to vote all of their respective partnership interests (A) in favor of approving the Conversion, Contribution
and Initial Recapitalization and (B) against any action or proposal involving Avalon that is intended, or would reasonably be expected,
to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect such transactions or would reasonably
be expected to result in any of the conditions to the Closing under the Business Combination Agreement or the plan of conversion not being
fulfilled and (C) each of the proposals and any other matters necessary or reasonably requested by Avalon or the Company for consummation
of the Avalon Merger and the other Transactions.
The foregoing description of the Founder Voting and
Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Founder Voting
and Support Agreement, a copy of which is included as Exhibit 10.2 to this Current Report, and incorporated herein by reference.
Sponsor Voting and Support Agreement
Concurrently with the execution and delivery of the
Business Combination Agreement, Sponsor and certain other Avalon Stockholders have entered into one or more Sponsor Agreements (each,
a “Sponsor Voting and Support Agreement”) pursuant to which, inter alia, such stockholders have agreed to (i) vote
all of their respective shares of Avalon Common Stock in favor of approving the Business Combination Agreement and the consummation of
the Transactions, and (ii) consent to an amendment to the Avalon Private Warrants such that if they are exercised on or prior to the Company
Series A Preferred Stock Conversion Date, the holders of the Avalon Private Warrants would not receive the Company Series A Preferred
Stock upon exercise of the Avalon Private Warrants.
The foregoing description of the Sponsor Voting and
Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Voting
and Support Agreement, a copy of which is included as Exhibit 99.2 to this Current Report, and incorporated herein by reference.