BREEZE HOLDINGS ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT (this Agreement), dated as of November 23, 2020, is by and between Breeze Holdings Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, on November 23, 2020, the Company entered into that certain Private Placement Warrants Purchase Agreement with Breeze Sponsor, LLC, a Delaware limited liability company (the Sponsor) and with I-Bankers Securities, Inc. (I-Bankers), pursuant to which the Sponsor and I-Bankers agreed to purchase an aggregate of 4,900,000 warrants (or up to 5,425,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant (as defined below); and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (the Working Capital Warrants); and
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock (as defined below), one right, each to receive one-twentieth (1/20) of one share of Common Stock (as defined below) upon the consummation of an initial Business Combination (as defined below), and one redeemable warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (including up to 11,500,000 warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants). Each whole Warrant entitles the holder thereof to purchase one share of common stock of the Company, par value $0.0001 per share (Common Stock), for $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-249677 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, and the Public Warrants and the Common Stock included in the Units; and
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (Post-IPO Warrants and, together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and