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).
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).
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).
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
