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”).
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).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • November 1st, 2022 • Breeze Holdings Acquisition Corp. • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [__], 2022, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), TV Ammo, Inc., a Texas corporation (the “Company”), and the undersigned stockholders of the Company (each, a “Stockholder” and collectively, the “Stockholders”). Parent, 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 • 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.
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).
