STOCK ESCROW AGREEMENT
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).
WHEREAS, the Company was formed for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a Business Combination) with one or more businesses or entities.
WHEREAS, the Company has entered into an Underwriting Agreement, dated , 2020 (Underwriting Agreement), with I-Bankers Securities, Inc. (the Representative) acting as representative of the several underwriters (collectively, the Underwriters), pursuant to which, among other matters, the Underwriters have agreed to purchase 11,500,000 units (Units) of the Company, which includes 1,500,000 Units if the underwriters exercise the over-allotment option in full. Each Unit consists of one share of the Companys common stock, par value $0.0001 per share (Common Stock), and one Warrant, each to purchase one share of Common Stock, all as more fully described in the Companys final Prospectus, dated , 2020 (Prospectus) comprising part of the Companys Registration Statement on Form S-1 (File No. 333-[●]) under the Securities Act of 1933, as amended (Registration Statement), declared effective on , 2020 (Effective Date).
WHEREAS, the Founders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto, in escrow as hereinafter provided.
WHEREAS, the Company and the Founders desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter provided.
IT IS AGREED:
1. Appointment of Escrow Agent. The Company and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.
2. Deposit of Shares. On or before the Effective Date, the Founders respective shares of Common Stock, to be held and disbursed subject to the terms and conditions of this Agreement. Each Founder acknowledges that the shares deposited in escrow will be legended to reflect the deposit of such shares under this Agreement.
3. Disbursement of the Escrow Shares.
3.1 If the over-allotment option to purchase all or a portion of the additional 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by each such Founder determined by multiplying (a) the product of (i) 375,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of shares of Common Stock held by each such Founder, and (y) the denominator of which is the number of shares of Common Stock deposited hereunder, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof.
3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the