This Rights Agreement (this Agreement) is made as of November 23, 2020 between Breeze Holdings Acquisition Corp., a Delaware corporation, with offices at 5324 Davis Blvd., North Richland Hills, Texas 76180 (Company), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (Rights Agent).
WHEREAS, the Company is engaged in a public offering (Public Offering) of units, each unit (Unit) comprised of one share of Company common stock, par value $0.0001 par value per share (Common Stock), one warrant to purchase one share of Common Stock (Warrant) and one right to receive one-twentieth of one share of Common Stock upon the happening of the triggering event described herein (Right), and, in connection therewith, will issue and deliver up to 11,500,000 Rights to the public investors; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-1, File No. 333-249677 (Registration Statement), and related Prospectus (Prospectus) for the registration, under the Securities Act of 1933, as amended (Act), of, among other securities, the Rights and the Common Stock issuable to the holders of the Rights; and
WHEREAS, the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights; and
WHEREAS, the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2.1. Form of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and the Secretary of the Company and shall bear a facsimile of the Companys seal. In the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2. Effect of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Common Stock.
2.3.1. Right Register. The Rights Agent shall maintain books (Right Register) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.