REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of November 23, 2020, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the Company), Breeze Sponsor, LLC, a Delaware limited liability company (the Sponsor) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of June 11, 2020, pursuant to which the Sponsor purchased an aggregate of 100 shares (the Founder Shares) of the Companys common stock, par value $0.0001 per share (Common Stock),
WHEREAS, in July 2020, the Company amended its certificate of incorporation to increase the number of authorized shares of its common stock from 1,000 to 3,000,000 and adjust the par value of common stock from $0.01 to $0.0001 (Authorized Share Increase);
WHEREAS, in July 2020, the Company declared a 28,750 to 1 forward stock split, to reclassify and convert the issued and outstanding shares of common stock, par value $0.0001 per share, of the Corporation, into a greater number of shares of common stock (Forward Split);
WHEREAS, following the Authorized Share Increase and Forward Split, the Sponsor held 2,875,000 Founder Shares, up to 375,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option, of which the Sponsor transferred 300,000 Founder Shares to I-Bankers Securities, Inc., (I-Bankers);
WHEREAS, the Founder Shares are identical to the shares of common stock, except that they are subject to certain transfer restrictions; the initial stockholders and insiders have entered into a letter agreement waiving certain redemption rights prior and certain rights to liquidating distributions; and the shares are subject to registration rights;
WHEREAS, on November 23, 2020, the Company, the Sponsor and I-Bankers entered into that certain Private Placement Warrants Purchase Agreement, 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 pro rata to the extent that the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Warrants) at a price of $1.00 per warrant, in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering (and the closing of the over-allotment option, if applicable);
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 officers and directors of the Company may loan to the Company funds as the Company may require, of which up to $1,000,000 of such loans may be convertible into warrants (Working Capital Warrants) at a price of $1.00 per warrant; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.