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”).
WARRANT AGREEMENT between BREEZE HOLDINGS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 26th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 • October 26th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 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 • October 26th, 2020 • Breeze Holdings Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).
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 • October 26th, 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 • October 26th, 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”).
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”):
