INDEMNITY AGREEMENTIndemnity Agreement • October 26th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
BREEZE HOLDINGS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between BREEZE HOLDINGS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2020, is by and between Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2020 by and between Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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”).
I-Bankers Securities, Inc. New York, NY 10017 USABreeze Holdings Acquisition Corp. • November 27th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Breeze Holdings Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-249677) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 23, 2020 between Breeze Holdings Acquisition Corp., a Delaware corporation, with offices at 5324 Davis Blvd., North Richland Hills, Texas 76180 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 26th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2020 (“Agreement”), by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
Breeze Holdings Acquisition Corp. North Richland Hills, TX 76180 Re: Initial Public Offering Gentlemen:Letter Agreement • November 17th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement o
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company” and, I-Bankers Securities, Inc. a Delaware limited liability company (“Purchaser”).
AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 21st, 2024 • Breeze Holdings Acquisition Corp. • Blank checks
This AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [_______], 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation (“True Velocity”), TV Ammo, Inc., a Texas corporation (the “Company”), and the undersigned stockholders of the Company (each, a “Stockholder” and collectively, the “Stockholders”). Parent, True Velocity, the Company and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., BH VELOCITY MERGER SUB, INC., AND TV AMMO, INC. DATED AS OF OCTOBER 31, 2022Merger Agreement and Plan of Reorganization • November 1st, 2022 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of October 31, 2022 (this “Agreement”), is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), BH Velocity Merger Sub, Inc., a Texas corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and TV Ammo, Inc., a Texas corporation (the “Company”). Certain terms used herein are defined in Article I.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 25th, 2024 • Breeze Holdings Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned stockholders of Parent (the “Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). Parent, the Company and each of the Parent Initial Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Rule 10b5-1 Purchase PlanBreeze Holdings Acquisition Corp. • November 17th, 2020 • Blank checks
This plan (the “Plan”) will confirm the agreement between _____________ (the “Client”) and _____________ pursuant to which _____________ has been appointed by the Client to purchase outstanding securities of Breeze Holdings Acquisition Corp. (the “Issuer”) named in Exhibit A (the “Rights”). This Plan is being established by the Client and is intended to qualify for the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Breeze Holdings Acquisition Corp.Letter Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between Breeze Holdings Acquisition Corp. (the “Company”) and Breeze Financial, Inc. (“Financial”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TERMINATION OF SECURITIES PURCHASE AGREEMENTTermination of Securities Purchase Agreement • August 1st, 2022 • Breeze Holdings Acquisition Corp. • Blank checks • New York
This tERMINATION OF Securities Purchase Agreement (this “Termination”) is dated as of July 28, 2022, among Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), D-Orbit S.A., a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 261356 (“PubCo”), D-Orbit S.p.A., an Italian Società per azioni (the “Target”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Each of SPAC, PubCo, the Target and each Purchaser shall each individually be referred to herein as a “Party” and, collectively as the “Parties”. Reference is made to that certain Securities Purchase Agreement, dated as of January 25, 2022, by and among the
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 25th, 2024 • Breeze Holdings Acquisition Corp. • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), and the undersigned shareholders of the Company (each, a “Shareholder” and collectively, the “Shareholders”). Parent, the Company and each of the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Breeze Holdings Acquisition Corp. North Richland Hills, TX 76180 Re: Initial Public Offering Gentlemen:Letter Agreement • November 27th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right, each to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination, and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2022 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2022, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the Persons listed on Schedule A hereto (each such party, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., TRUE VELOCITY, INC., BREEZE MERGER SUB, INC., BH VELOCITY MERGER SUB, INC., AND TV AMMO, INC. DATED AS OF FEBRUARY 14, 2024Merger Agreement and Plan of Reorganization • February 21st, 2024 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
This AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of February 14, 2024 (the “Effective Date”), is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Pubco”), Breeze Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Pubco (“Parent Merger Sub”), BH Velocity Merger Sub, Inc., a Texas corporation and a direct, wholly owned Subsidiary of Pubco (“Company Merger Sub,” Company Merger Sub and Parent Merger Sub are together referred to herein as the “Merger Subs”), and TV Ammo, Inc., a Texas corporation (the “Company”). Certain terms used herein are defined in Article I.
LOCK-UP AGREEMENTLock-Up Agreement • November 1st, 2022 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [__________], 2022 by and among TV Ammo, Inc., a Texas corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Company Stockholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned stockholders of Parent (the “Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). The Company Stockholders and the Parent Initial Stockholders are sometimes referred to herein individually as a “Stockholder” and collectively as the “Stockholders”. The Company, Parent and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • February 21st, 2024 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [__________], 2024, by and among TV Ammo, Inc., a Texas corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Company Stockholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), True Velocity, Inc., a Delaware corporation (“True Velocity”), and the undersigned stockholders of Parent (the “Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). The Company Stockholders and the Parent Initial Stockholders are sometimes referred to herein individually as a “Stockholder” and collectively as the “Stockholders”. The Company, Parent, True Velocity and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the m
Breeze Holdings Acquisition Corp.Letter Agreement • October 26th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between Breeze Holdings Acquisition Corp. (the “Company”) and Breeze Financial, Inc. (“Financial”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LOCK-UP AGREEMENTLock-Up Agreement • September 25th, 2024 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2024, by and among YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), the undersigned shareholders of the Company (collectively, the “Company Shareholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned stockholders of Parent (the “Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). The Company Shareholders and the Parent Initial Stockholders are sometimes referred to herein individually as a “Stockholder” and collectively as the “Stockholders.” The Company, Parent, and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 21st, 2024 • Breeze Holdings Acquisition Corp. • Blank checks
This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation (“True Velocity”), TV Ammo, Inc., a Texas corporation (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned stockholders of Parent (the “Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). Parent, True Velocity, the Company and each of the Parent Initial Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP.,Merger Agreement and Plan of Reorganization • September 25th, 2024 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of September 24, 2024 (the “Effective Date”), is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), a Cayman Islands exempted company and a wholly-owned subsidiary of Parent, expected to be named “YD Bio Limited,” which is in the process of being formed by Parent, and once formed, Parent shall cause it to enter into a joinder to this Agreement (“Pubco”), Breeze Merger Sub, Inc., a Delaware corporation which will be a direct, wholly owned Subsidiary of Pubco (“Parent Merger Sub”), a Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco, expected to be named “BH Biopharma Merger Sub Limited,” which is in the process of being formed by Parent, and once formed, Parent shall cause it to enter into a joinder to this Agreement (“Company Merger Sub,” Company Merger Sub and Parent Merger Sub are together referred to herein as the “Merger Subs”), and YD Bio
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2024 • Breeze Holdings Acquisition Corp. • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__________], 2024, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation ( “Breeze”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), True Velocity, Inc., a Delaware corporation (“True Velocity”), and the Persons listed on Schedule A hereto (each such party, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 1st, 2022 • Breeze Holdings Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of October 31, 2022, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), TV Ammo, Inc., a Texas corporation (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned stockholders of Parent (the “Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). Parent, the Company and each of the Parent Initial Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
