EX-10.9





 Exhibit 10.9 

STOCK ESCROW AGREEMENT 

STOCK ESCROW AGREEMENT, dated as of
                    , 2020 (“Agreement”), by and among Breeze Holdings Acquisition Corp., a Delaware corporation
(“Company”), the stockholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow
Agent”). 
 WHEREAS, the Company was formed for the purpose of completing a merger, stock exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities. 

WHEREAS, the Company has entered into an Underwriting Agreement, dated
                    , 2020 (“Underwriting Agreement”), with I-Bankers Securities, Inc. (the
“Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 11,500,000 units
(“Units”) of the Company, which includes 1,500,000 Units if the underwriters exercise the over-allotment option in full. Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share
(“Common Stock”), and one Warrant, each to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated
                    , 2020 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-[●]) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on
                    , 2020 (“Effective Date”). 

WHEREAS, the Founders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as
set forth opposite their respective names in Exhibit A attached hereto, in escrow as hereinafter provided. 
 WHEREAS, the Company
and the Founders desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter provided. 

IT IS AGREED: 
 1.
Appointment of Escrow Agent. The Company and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in
accordance with and subject to such terms. 
 2. Deposit of Shares. On or before the Effective Date, the Founder’s respective
shares of Common Stock, to be held and disbursed subject to the terms and conditions of this Agreement. Each Founder acknowledges that the shares deposited in escrow will be legended to reflect the deposit of such shares under this Agreement. 

3. Disbursement of the Escrow Shares. 

3.1 If the over-allotment option to purchase all or a portion of the additional 1,500,000 Units of the Company is not exercised in full within
45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by each such Founder
determined by multiplying (a) the product of (i) 375,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of shares of Common Stock held by each such Founder, and (y) the denominator of which is the number
of shares of Common Stock deposited hereunder, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the
over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the
Underwriters in connection with the exercise thereof. 
 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares
remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the 












 
“Escrow Shares”) until with respect to the Escrow Shares, the earlier of (x) one year after the date of the consummation of an initial Business Combination and (y) the date on
which the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any
30-trading day period commencing after the consummation of the Business Combination. The Company shall promptly provide notice of the consummation of an initial Business Combination to the Escrow Agent. Upon
completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Founder’s Escrow Shares to such Founder; provided, however, that if, within the Escrow Period, the Company (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will,
upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such
conditions have been achieved, as applicable, release the Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 

3.3 If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated, then the Escrow
Agent shall deliver the certificates representing the Escrow Shares to the Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder. 

4. Rights of Founders in Escrow Shares. 

4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as
herein provided, the Founders shall retain all of their rights as stockholders of the Company as long as any shares are held in escrow pursuant to this Agreement, including, without limitation, the right to vote such shares. 

4.2 Dividends and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this
Agreement, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Founders, but all dividends payable in stock or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any. 
 4.3 Restrictions on Transfer. During the Escrow
Period, the only permitted transfers of the Escrow Shares will be (i) to the Founders and the Company’s officers, directors, employees, consultants or their affiliates, (ii) to a Founder’s stockholders, partners or members upon
the Founder’s liquidation, (iii) by bona fide gift to a member of the Founder’s immediate family or to a trust, the beneficiary of which is the Founder or a member of the Founder’s immediate family for estate planning purposes,
(iv) by virtue of the laws of descent and distribution upon death of the Founder, (v) pursuant to a qualified domestic relations order binding on the Founder, (vi) to the Company for no value for cancellation in connection with the
consummation of a Business Combination or (vii) by private sales of the Escrow Shares made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Escrow Shares were originally purchased;
provided, however, that except for clause (vi) or with the Company’s prior written consent, such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of
this Agreement and of the Insider Letter signed by the Founder transferring the shares. 
 4.4 Insider Letters. Each of the Founders
has executed a letter agreement with the Company and the Representative, dated as of the date hereto, the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such
Founder in certain events, including, but not limited to, the liquidation of the Company. 
 5. Concerning the Escrow Agent. 

5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the 

  
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Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is believed by the Escrow Agent in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto. 
 5.2 Indemnification. Subject to Section 5.8 below, the Escrow Agent shall be
indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which
in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful
misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of
the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with
the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under
what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below. 

5.3 Compensation. Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for
all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all
counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. 
 5.4 Further
Assurances. From time to time on and after the date hereof, the Company and the Founders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the
Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 

5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the
other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent
appointed by the Company and approved by the Representative, which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed within the 60-day period following
the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate in the State of New York. 

5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so
requested in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of a successor escrow agent selected by the Company and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed. 
 5.7 Liability. Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or willful misconduct. 
 5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in
that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever. 

  
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 6. Miscellaneous. 

6.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of
New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. Each of the Founders with an address
on Exhibit A outside of the State of New York irrevocably agrees to appoint [●] as agent for the service of process in the State of New York to receive, for such Founder and on his, her or its behalf, service of process in any action,
proceeding or claim against him, her, or it arising out of or relating in any way to this Agreement. 
 6.2 Third Party
Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representative is a third party beneficiary of this Agreement. 

6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and,
except as expressly provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto. 
 6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 

6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns. 
 6.6 Notices. Any notice, consent or request to be given in connection with any of the
terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission: 

If to the Company, to: 
 Breeze
Holdings Acquisition Corp. 
 5324 Davis Blvd. 

North Richland Hills, TX 76180 

Attn: J. Douglas Ramsey 
 Email:
drdoug@breezefinancial.net 
 If to a Founder, to his/its address set forth in Exhibit A. 

and if to the Escrow Agent, to: 

Continental Stock Transfer & Trust Company 

17 Battery Place 
 New York, New
York 10004 
 Attn: Chairman 

Fax No.: 
 Email:

A copy of any notice sent hereunder shall be sent to: 

Schiff Hardin LLP 
 901 K Street
NW, Suite 700 
 Washington, DC 20001 

  
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 Attn: Ralph V. De Martino 

Fax No.: (202) 778-6460 

Email: RDeMartino@schiffhardin.com 

with a copy to: 

Loeb & Loeb 
 345 Park
Avenue 
 New York, New York 10154 

Attn: Mitchell S. Nussbaum 
 Fax
No: (212) 407-4000 
 The parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 
 6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period
specified in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time. 
 6.8
Counterparts. This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument. 

[Signature Page Follows] 

  
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 WITNESS the execution of this Agreement as of the date first above written. 

 

			
	BREEZE HOLDINGS ACQUISITION CORP.
		
	By:	 	  

		
		 	FOUNDERS:
	
	BREEZE SPONSOR LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	I-BANKERS SECURITIES, INC
		
	By:	 	  

		 	Name:
		 	Title:
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Page to the
Escrow Agreement] 













 EXHIBIT A 
  

					
	 Name and Address of Founder
	  	Number of
Shares	 
		
	 Breeze Sponsor, LLC
	  	 	[	●] 
		
	 I-Bankers Securities, Inc.
	  	 	[	●] 


  
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