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).
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 • 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.
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
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).
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”).
