SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 106762 206
BREEZE HOLDINGS ACQUISITION CORP.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE RIGHT, AND ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT is the owner of Units.
Each Unit (Unit) consists of one (1) share of common stock, par value $0.0001 per share (Common Stock), of Breeze Holdings Acquisition Corp., a Delaware corporation (the Company), one (1) right (Right), and of one redeemable warrant (each whole warrant, a Warrant). Each holder of a Right is entitled to receive one-twentieth (1/20) of one share of Common Stock upon the Companys completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a Business Combination). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a Business Combination, or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Common Stock, Rights and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2020, unless I-Bankers Securities, Inc. elects to allow earlier separate trading, subject to the Companys filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the Companys initial public offering and issuing a press release announcing when separate trading will begin. The terms of the Rights are governed by a Rights Agreement, dated as of , 2020, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2020, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Rights Agreement and the Warrant Agreement are on file at the office of the Rights Agent and Warrant Agent at One State Street, New York, New York 10004, and are available to any Right holder or Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of its duly authorized officers.
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