Exhibit
10.1


 


SPONSOR
SUPPORT AGREEMENT


 


This
SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of October 31, 2022, is made by and among Breeze Holdings Acquisition
Corp., a Delaware corporation (“Parent”), TV Ammo, Inc., a Texas corporation (the “Company”), Breeze
Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned stockholders of Parent (the
“Parent Stockholders” and together with the Sponsor, the “Parent Initial Stockholders”). Parent,
the Company and each of the Parent Initial Stockholders are sometimes referred to herein individually as a “Party”
and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


A.
Parent, BH Velocity Merger Sub, Inc., a Texas corporation (“Merger Sub”), and the Company propose to enter into that
certain Merger Agreement and Plan of Reorganization concurrently herewith (as it may be amended, restated or otherwise modified from
time to time in accordance with its terms, the “Merger Agreement”), which provides for, among other things, a business
combination between Parent and the Company.


 


B.
Each of the Parent Initial Stockholders is the record and beneficial owner of the number of issued and outstanding shares of Parent set
forth on Schedule A hereto (the “Shares”).


 


C.
In order to induce Parent and the Company to enter into the Merger Agreement and the Specified Stockholders to enter into the Stockholder
Support Agreement, the Parties desire to enter into this Agreement and to be bound by the agreements, covenants and obligations contained
in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


1.
Agreement to Vote; No Redemption. Each of the Parent Initial Stockholders hereby irrevocably and unconditionally agrees (a) to
vote, at any meeting of the stockholders of Parent or in any action by written consent of the stockholders of Parent, all of such Parent
Initial Stockholder’s Shares (together with any other shares of Parent that such Parent Initial Stockholder acquires record or
beneficial ownership of or the power to vote after the date hereof, collectively, the “Subject Parent Stock”) (i)
in favor of the Parent Proposals, including without limitation the adoption of the Merger Agreement and approval of the Transactions,
and if necessary and applicable, the Extension Proposal, and (ii) against, and withhold consent with respect to, any other matter, action,
agreement, transaction or proposal that would reasonably be expected to result in (A) a breach of any of Parent’s or Merger
Sub’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions
to the Closing set forth in Sections 8.01 or 8.03 of the Merger Agreement not being satisfied, (b) if a meeting of the stockholders of
Parent is held in respect of the matters set forth in clause (a), to appear at such meeting, in person or by proxy, or otherwise cause
all of its Subject Parent Stock to be counted as present thereat for purposes of establishing a quorum, and (c) not to redeem, elect
to redeem or tender or submit any of its Subject Parent Stock for redemption in connection with such Parent stockholder approval, the
Merger or the other Transactions, or if necessary and applicable, the Extension Proposal. Prior to any valid termination of the Merger
Agreement, each of the Parent Initial Stockholders shall take, or cause to be taken, all actions and to do, or cause to be done, all
things reasonably necessary under applicable Laws to consummate the Merger and the other Transactions on the terms and subject to the
conditions set forth therein. The obligations of the Parent Initial Stockholders specified in this Section 1 shall apply whether
or not the Merger, any of the other Transactions or any action described above, or if necessary and applicable, the Extension Proposal,
is recommend by the Parent Board. Each of the Parent Initial Stockholders acknowledges receipt and review of a copy of the Merger Agreement.


 






     


     


    

 


2.
Waiver of Anti-dilution Protection. Each of the Parent Initial Stockholders hereby irrevocably (a) waives, subject to, and conditioned
upon, the occurrence of the Closing, to the fullest extent permitted by applicable Law and the Parent Organizational Documents, and (b)
agrees not to assert or perfect, any rights to adjustment or other anti-dilution protections to which such Parent Initial Stockholder
may be entitled in connection with the Merger or the other Transactions, or if necessary and applicable, the Extension Proposal.


 


3.
Transfer of Shares.


 


(a)
Each of the Parent Initial Stockholders hereby agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including
by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of or otherwise encumber
any of its Subject Parent Stock or otherwise enter into any contract, option or other arrangement or undertaking to do any of the foregoing
(each, a “Transfer”), (ii) deposit any of its Subject Parent Stock into a voting trust or enter into a voting
agreement or arrangement or grant any proxy or power of attorney with respect to any of its Subject Parent Stock that conflicts with
any of the covenants or agreements set forth in this Agreement or (iii) take any action that would have the effect of preventing
or materially delaying the performance of its obligations hereunder; provided, however, that the foregoing shall not apply
to any Transfer (A) to an Affiliate of such Parent Initial Stockholder, (B) to another Parent Initial Stockholder that is a Party
and bound by the terms and obligations hereof or (C) made in connection with the Merger or the other Transactions; provided,
that any transferee of any Transfer of the type set forth in clause (A) must enter into a joinder agreement agreeing to become a Party.


 


(b)
In furtherance of the foregoing, Parent hereby agrees to (i) place a revocable stop order on all Subject Parent Stock subject to
Section 3(a), including those which may be covered by a registration statement, and (ii) notify Parent’s transfer
agent in writing of such stop order and the restrictions on such Subject Parent Stock under Section 3(a) and direct Parent’s
transfer agent not to process any attempts by any Parent Initial Stockholder to Transfer any Subject Parent Stock except in compliance
with Section 3(a) and which shall first be approved by Parent; for the avoidance of doubt, the obligations of Parent under this
Section 3(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing
on the Subject Parent Stock.


 



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4.
Forfeiture of Sponsor Shares.


 


(a)
In the event that Parent reasonably determines that the issuance of additional shares of Parent Common Stock to investors or Redeeming
Stockholders would be reasonably required (i) to cause the Parent Cash on Hand to be at least equal to the Minimum Cash Amount or (ii)
to secure any Additional Financing, the Sponsor agrees that it shall irrevocably forfeit to Parent for cancellation for no consideration
a number of vested Shares held by it that the Parent reasonably determines shall be issued to such Persons at a price per share not less
than $10.00; provided, that the aggregate amount of Shares forfeited pursuant to this Section 4(a) shall not exceed 20%
of the Sponsor’s Shares as of the Effective Time.


 


(b)
If as of the six month anniversary of the Closing (the “Measurement Date”), the sum of (i) Parent Cash On Hand and
(ii) the aggregate of the funds requested or received under Parent’s at-the-market facility (or other similar equity or hybrid
equity based instrument or facility) on or prior to the Measurement Date (such funds, the “Post-Closing Proceeds”)
is less than $50,000,000, the Sponsor shall relinquish and cancel such percentage of its vested Shares as is determined by the following
formula:


 


 

  


where
“A” is the Parent Cash On Hand; “B” is the Post Closing Proceeds; and “C” is $50,000,000; provided,
that in no event will the Sponsor be required to relinquish or cancel more than 20% of the aggregate amount of its Shares as of the Effective
Time pursuant to this Section 4(b).


 


For
example: assuming there was $40,000,000 in Parent Cash On Hand at Closing and $5,000,000 of Post-Closing Proceeds, the Sponsor would
relinquish 10% of its aggregate Shares as of the Effective Time, determined as follows:


 


 





 


5.
Other Covenants and Agreements.


 


(a)
Each of the Parent Initial Stockholders hereby agrees to be bound by and subject to (i) Section 7.04(b) (Confidentiality) and Section
7.11 (Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement
and (ii) Section 7.06 (Exclusivity) and Section 7.02 (Parent Stockholders’ Meeting; Merger Sub Stockholder’s Approval)
of the Merger Agreement to the same extent as such provisions apply to Parent, in each case, mutatis mutandis and as if such Parent
Initial Stockholder was a party thereto.


 


(b)
The Sponsor hereby agrees to assume and pay all of the Legacy Parent Transaction Expenses in full and will indemnify Parent, the Company
and their respective Subsidiaries from any and all liabilities relating to the Legacy Parent Transaction Expenses. Notwithstanding anything
herein to the contrary, the Sponsor agrees that it shall not Transfer any of its Shares or distribute any of its assets unless and until
such time as it has assumed and paid in full all Legacy Parent Transaction Expenses in accordance with this Section 5(b).


 






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(c)
Each of the Parent Initial Stockholders acknowledges and agrees that the Company is entering into the Merger Agreement and the Specified
Stockholders are entering into the Stockholder Support Agreement in reliance upon the Parent Initial Stockholders entering into this
Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations
contained in this Agreement, and but for the Parent Initial Stockholders entering into this Agreement and agreeing to be bound by, and
perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Company
would not have entered into the Merger Agreement or agreed to consummate the Transactions and the Specified Stockholders would not have
entered into the Stockholder Support Agreement or agreed to consummate the transactions contemplated thereby.


 


6.
Representations and Warranties. Each of the Parent Initial Stockholders, severally and not jointly, represents and warrants to
Parent and the Company as follows:


 


(a)
If such Parent Initial Stockholder is a natural person, he or she is legally competent to execute and deliver this Agreement. If such
Parent Initial Stockholder is not a natural person, it is duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization.


 


(b)
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such
Parent Initial Stockholder’s power and have been duly authorized by all necessary actions on the part of such Parent Initial Stockholder.


 


(c)
The execution and delivery of this Agreement by such Parent Initial Stockholder does not, and the performance by such Parent Initial
Stockholder of his, her or its obligations hereunder will not, (i) conflict with or violate any Law applicable to such Parent Initial
Stockholder, (ii) result in the creation of any Lien on any of its Subject Parent Stock (other than under this Agreement, the Merger
Agreement or the Ancillary Agreements), (iii) if applicable, conflict with or result in a breach or violation of or constitute a
default under its organizational documents, or (iv) require any consent, authorization or approval of, declaration, filing or registration
with, or notice to, any Person, in each case that has not been given or made as of the date hereof.


 


(d)
There are no Actions pending against such Parent Initial Stockholder or, to the knowledge of such Parent Initial Stockholder, threatened
against such Parent Initial Stockholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental
Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Parent Initial Stockholder
of its obligations under this Agreement.


 


(e)
This Agreement has been duly executed and delivered by such Parent Initial Stockholder and, assuming due authorization, execution and
delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation of such Parent Initial Stockholder,
enforceable against him, her or it in accordance with the terms hereof (except as enforceability may be limited by applicable bankruptcy
Laws, other applicable, similar Laws affecting creditors’ rights and general principles of equity affecting the availability of
specific performance and other equitable remedies),


 






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(f)
Such Parent Initial Stockholder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere
with the performance of his, her or its obligations hereunder.


 


(g)
Such Parent Initial Stockholder is the exclusive record and beneficial owner of, and has good and valid title to, all of the Shares set
forth opposite such Parent Initial Stockholder’s name on Schedule A hereto, and there exist no Liens, pledge, proxy, security
interest, option, right of first refusal, adverse claim of ownership or any other limitations or restrictions (including, without limitation,
any restriction on the right to vote, sell or otherwise dispose of such Shares), other than pursuant to (i) this Agreement, (ii) the
Parent Organizational Documents, (iii) the Merger Agreement or the Ancillary Agreements, (iv) the Letter Agreement, dated as of November
23, 2020, by and between Parent and the Sponsor, (v) the Securities Escrow Agreement, dated as of November 23, 2020, by and among Parent,
certain stockholders of Parent and Continental Stock Transfer & Trust Company, and (vi) any applicable securities Laws, and as of
the date of this Agreement, such Parent Initial Stockholder has the sole power (as currently in effect) to vote, and the right, power
and authority to sell, transfer and deliver, such Shares, and such Parent Initial Stockholder does not own, directly or indirectly, any
other Shares.


 


7.
Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, upon the earliest
of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) the mutual written
agreement of all of the Parties. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties
shall have any further obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything
to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 7(b) shall not affect any
liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination
or Fraud, (ii) Sections 2, 6 and 12 shall each survive any termination of this Agreement pursuant to Section 7(a),
and (iii) Sections 7 through 16 shall survive any termination of this Agreement. For purposes of this Section
7, “Fraud” means an act or omission by a Party, and requires: (i) a false or incorrect representation or warranty
expressly set forth in this Agreement, (ii) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by
the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false
or incorrect, (iii) an intention to deceive another Party to induce him, her or it to enter into this Agreement, (iv) another
Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement,
causing such Party to enter into this Agreement, and (v) causing such Party to suffer damage by reason of such reliance.


 


8.
No Recourse. Except for claims pursuant to the Merger Agreement or any other Ancillary Agreement by any party thereto against
any other party thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement
may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under
or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted
against any Affiliate of the Company or any Affiliate of Parent (other than the Parent Initial Stockholders, on the terms and subject
to the conditions set forth herein), and (b) none of the Affiliates of the Company or the Affiliates of Parent (other than the Parent
Initial Stockholders, on the terms and subject to the conditions set forth herein) shall have any liability arising out of or relating
to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any
claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made
or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements
or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof
or the transactions contemplated hereby.


 






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9.
Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given
(a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service
or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


		(a)	If
                                            to Parent, to:



 


Breeze
Holdings Acquisition Corp.

955 W. John Carpenter Fwy., Suite 100-929

Irving, TX 75039

Attention: J. Douglas Ramsey, Ph.D.

Email: doug@breezeacquisition.com


 


with
a copy to:


 


Woolery
& Co.

1 PIER 76

408 12TH AVE

NEW YORK, NY 10018

Attention: Mathew J. Saur

Email: mathew@wooleryco.com


 


with
a copy to: 


 


ArentFox
Schiff LLP

1717 K Street NW

Suite 700

Washington, DC 20006

Attention: Ralph V. De Martino

Email: ralph.demartino@afslaw.com


 


		(b)	If
                                            to the Company, to:



 


TV
Ammo, Inc.


1036
Nicholson Rd


Garland,
TX 75042


Attn:
Jeff Cutshall


E-mail:
jcutshall@tvammo.com


 


with
a copy to:


 


Lathrop
GPM LLP

80 South 8th St.

500 IDS Center

Minneapolis, MN 55402

Attention: JC Anderson

Email: jc.anderson@lathropgpm.com


 


with
a copy to:


 


Shearman
& Sterling LLP


2828
N. Harwood Street, Suite 1800


Dallas,
Texas 75201


Attention:
Alain Dermarkar; Bill Nelson


Email:
Alain.Dermarkar@Shearman.com; Bill.Nelson@Shearman.com


 






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		(c)	If
                                            to the Sponsor, to:



 


Breeze
Sponsor, LLC

955 W. John Carpenter Fwy., Suite 100-929

Irving, TX 75039

Attention: J. Douglas Ramsey, Ph.D.

Email: doug@breezeacquisition.com


 


with
a copy to:


 


Woolery
& Co.

1 PIER 76

408 12TH AVE

NEW YORK, NY 10018

Attention: Mathew J. Saur

Email: mathew@wooleryco.com


 


If
to a Parent Initial Stockholder (other than the Sponsor), to the address or email address set forth for such Parent Initial Stockholder
on his, her or its signature page hereof, or to such other address or addresses as the Parties may from time to time designate in writing.


 


10.
Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement of the Parties with respect to the subject
matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to
the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.


 


11.
Amendments and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or
waiver is in writing and signed by the Parties and the Parties to be bound thereby, respectively. Notwithstanding the foregoing, no failure
or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assignable by any Party without the prior written consent of the other Parties.


 


12.
Fees and Expenses. Except as otherwise expressly set forth herein or in the Merger Agreement, all fees and expenses incurred in
connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors
and accountants, shall be paid by the Party incurring such fees or expenses.


 


13.
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) none of the Parent Initial Stockholders
makes any agreement or understanding herein in any capacity other than in its capacity as a record holder and beneficial owner of the
Subject Parent Stock and (b) nothing herein will be construed to limit or affect any action or inaction by any representative of
such Parent Initial Stockholder in its capacity as a member of the Parent Board or other similar governing body of any of its Affiliates
or as an officer, employee or fiduciary of Parent or any of its Affiliates, in each case, acting in such person’s capacity as a
director, officer, employee or fiduciary of Parent or such Affiliate.


 


14.
Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and
not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy
will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy, would occur in the event that a Party does not perform its respective obligations under the provisions
of this Agreement in accordance with their specific terms or otherwise breaches such provisions. It is accordingly agreed that each Party
shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without
proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that
it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to
the terms of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance is
not an appropriate remedy for any reason at law or equity.


 


15.
No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and
permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors
and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in
this Agreement, expressed or implied, is intended to or shall constitute the Parties acting as partners or participants in a joint venture.


 


16.
Incorporation by Reference. Sections 1.03 (Construction)), 10.03 (Severability), 10.06 (Governing Law), 10.07 (Waiver
of Jury Trial), 10.08 (Headings) and 10.09 (Counterparts; Electronic Delivery) of the Merger Agreement are incorporated herein
by reference and shall apply to this Agreement mutatis mutandis.


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, each of the Parties has executed and delivered this Sponsor Support Agreement as of the date first above written.


 


	 	BREEZE HOLDINGS ACQUISITION CORP.
	 	 
	 	By:	/s/ J. Douglas Ramsey

	 	 	Name: J. Douglas Ramsey, Ph.D.
	 	 	Title: CEO & CFO
	 	 
	 	BREEZE SPONSOR, LLC
	 	 
	 	By:	/s/ J. Douglas Ramsey

	 	 	Name: J. Douglas Ramsey, Ph.D.
	 	 	Title: Manager
	 	 
	 	TV AMMO, INC.
	 	 
	 	By:	/s/ Kevin Boscamp

	 	 	Name:Kevin Boscamp
	 	 	Title: Co-Chief Executive Officer



 


[Signature
Page to Sponsor Support Agreement]


 



     


     


    

 


IN
WITNESS WHEREOF, each of the Parties has executed and delivered this Sponsor Support Agreement as of the date first above written.


 





	 	PARENT STOCKHOLDERS:
	 	 
	 	I-BANKERS SECURITIES, INC.
	 	 
	 	By:	 /s/ Shelley Leonard              
	 	Name: Shelley Leonard
	 	Title: President
	 	Email: (intentionally omitted)
	 	Address: (intentionally omitted)
	 	 
	 	/s/ Albert McLelland 
	 	Albert McLelland
	 	Email: (intentionally omitted)
	 	Address: (intentionally omitted)
	 	 
	 	/s/ Daniel L. Hunt 
	 	Daniel L. Hunt
	 	Email: (intentionally omitted)
	 	Address: (intentionally omitted)
	 	 
	 	/s/ Robert Lee Thomas 
	 	Robert Lee Thomas
	 	Email: (intentionally omitted)
	 	Address: (intentionally omitted)
	 	 
	 	/s/ Bill Stark 
	 	Bill Stark
	 	Email: (intentionally omitted)
	 	Address: (intentionally omitted)


 


[Signature
Page to Sponsor Support Agreement]


  



     


     


    

 


SCHEDULE
A

PARENT SHARES


 





	Name	 	Number
    of Shares of Common Stock
	Breeze Sponsor, LLC	 	2,475,000
	I-Bankers Securities, Inc.	 	300,000
	Albert McLelland	 	25,000
	Daniel L. Hunt	 	25,000
	Robert Lee Thomas	 	25,000
	Bill Stark	 	25,000