Exhibit 10.1


 


TERMINATION AGREEMENT


 


This tERMINATION
AGREEMENT (this “Agreement”) is effective as of August 12, 2022 (the “Effective Date”), by
and among Breeze Holdings Acquisition Corp., a Delaware corporation (“SPAC”), D-Orbit S.p.A, an Italian Società
per azioni (the “Company”), D-Orbit S.A., a joint stock company (société anonyme) governed by
the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, Grand Duchy of Luxembourg
and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg)
under number B 261356 (“Holdco”), Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
Seraphim Space (Manager) LLP, a UK limited liability partnership (“Seraphim” and together with the Company and Holdco,
the “Company Parties”), and Breeze Sponsor, LLC (the “Sponsor” and together with SPAC and Merger
Sub, the “SPAC Parties”). SPAC, the Company, Holdco, Merger Sub, Seraphim and the Sponsor shall each individually be
referred to herein as a “Party” and, collectively as the “Parties”. Reference is made to that certain
Business Combination Agreement, dated as of January 26, 2022, by and among the Parties (the “Business Combination Agreement”)
and capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Business Combination Agreement.
In consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom,
and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as
follows.


 


1.   Termination
of the Business Combination Agreement. The Parties hereby agree to terminate the Business Combination Agreement pursuant to Section
10.1(a) of the Business Combination Agreement by mutual consent of the Parties effective as of the Effective Date.


 


2.   Termination
of the Ancillary Agreements. The Parties acknowledge and agree that, effective as of the Effective Date, each of the Ancillary Agreements
that have been entered into prior to the date hereof (other than the Confidentiality Agreement and that certain letter agreement between
the Company and the Sponsor dated as of the date hereof (the “Letter Agreement”)) shall be automatically terminated
without further action on the part of the parties thereto and none of the provisions thereof shall be of any further force or effect,
including provisions thereof, as the case may be, that by their terms would otherwise have survived such termination.


 


3.   Survival
of Confidentiality Agreement; Public Disclosures; Non-Disparagement; Notices and Information; Covenant Not to Transact with Other SPACs.


 


(a)   Notwithstanding
anything contained in this Agreement to the contrary, the Confidentiality Agreement shall survive and remain in full force and effect
in accordance with the terms of the Confidentiality Agreement.


 


(b)   The
Company and SPAC shall issue a joint press release with respect to this mutual termination of the Business Combination Agreement pursuant
to this Agreement, in a form mutually agreed to by the Company and SPAC (the “Joint Press Release”), and SPAC shall
file a Current Report on Form 8-K no later than the second (2nd) Business Day after the Effective Date. Except with respect to the Joint
Press Release and such filing of the Current Report on Form 8-K, each of the Parties agrees, on its own behalf and on behalf of its respective
Related Parties (as defined below), that neither such Party nor any of its Related Parties shall issue any press release or any other
public written communications or otherwise make any planned public statement with respect to any of the other Parties or their Related
Parties, or with respect to the Transactions, including the Transaction Documents, concerning, based upon, in connection with, or relating
to the participation or involvement of the Parties in the Transactions, this Agreement, any events that occurred with respect to any other
Party or its Related Parties since the signing of the Confidentiality Agreement or the reasons for or any of the events leading or relating
to, or surrounding, the termination of the Transactions (collectively, the “Transaction Matters”) without the prior
written consent of the Company and SPAC, except for disclosure or communication that confirms or reiterates the statements set forth in
the Joint Press Release or as otherwise required by applicable Law or is required by the rules or regulations of any Governmental Authority
or Nasdaq, or in response to any request for information made by any Governmental Authority, securities self-regulatory organization,
or a national securities exchange; provided that, prior to any written disclosure in response to a request by a Governmental Authority,
securities self-regulatory organization, or a national securities exchange, each Party, shall (i) use its reasonable best efforts to consult
with the Company and SPAC before making any such disclosure, communication or response and (ii) to the fullest extent permitted by applicable
Law, first allow the Company and SPAC to review such disclosure, communication or response and the opportunity to comment thereon, and
shall consider such comments in good faith. “Related Parties” shall mean, with respect to a Person, all Affiliates,
parent entities, Subsidiaries, officers, directors, managers, principals, attorneys, agents, representatives, administrators, legatees,
devisees, executors, trustees, predecessors, successors, heirs and assigns of such Person.


 






     


     


    

 


(c)   Except
as required by applicable Law, or the rules or regulations of any Governmental Authority, or the rules and regulations of a securities
self-regulatory organization, or a national securities exchange, or by the order of any court of competent jurisdiction, or in response
to any request by any Governmental Authority, each Party hereby agrees not to: (i) make, publish or communicate to any Person or in any
public or private forum or through any medium, any disparaging, damaging or demeaning statements about any of the other Parties or their
respective Related Parties, or (ii) otherwise engage, directly or indirectly, in any communications with any Person that could reasonably
be understood as (x) disparaging to any of the other Parties or their respective Related Parties, (y) damaging the reputation or goodwill
of any of the other Parties or their respective Related Parties, or (z) placing the other Parties or their respective Related Parties
in any false or negative light.


 


(d)   The
Company will not enter into any written agreement with any special purpose acquisition company for a period of six (6) months following
the Effective Date.


 


4.   Mutual
Release; Covenant Not to Sue.


 


(a)    Each
of the SPAC Parties, on its own behalf and on behalf of its respective Related Parties, generally, irrevocably, unconditionally and completely
releases and forever discharges each of the Company Parties and their respective former, present and future Related Parties (each party
a “Company Released Party”) from any and all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings,
obligations, duties, promises, costs, expenses (including attorneys’ fees and costs), Liens, indemnification rights, damages (whether
compensatory, punitive, or otherwise), losses, Actions and causes of action, in each case of the foregoing, of any kind whatsoever, whether
due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery,
and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured (collectively
“Claims”), arising, directly or indirectly, from any matter concerning, based upon, in connection with, or relating
to any of the Transaction Matters, including (x) the Transaction Documents, (y) any breach, non-performance, action or failure to act
by any of the Company Parties or any of their Related Parties under the Transaction Documents, and (z) the Transactions, the events leading
to or relating to, or surrounding, the termination of the Transactions and the termination of the Transaction Documents (collectively,
the “SPAC Released Claims”).


 






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(b)   Each
of the Company Parties on its own behalf and on behalf of its respective Related Parties, generally, irrevocably, unconditionally and
completely releases and forever discharges each of the SPAC Parties and their respective former, present and future and direct and indirect
Related Parties (each such party and each of the Company Released Parties, a “Released Party”) from any and all Claims
arising from any matter concerning, based upon, in connection with, or relating to, directly or indirectly, any of the Transaction Matters,
including (x) the Transaction Documents, (y) any breach, non-performance, action or failure to act by any SPAC Party or any of its Related
Parties under the Transaction Documents, and (z) the Transactions, the events leading to or relating to, or surrounding, the termination
of the Transactions and the termination of the Transaction Documents (other than the obligations of Sponsor pursuant to the Letter Agreement
or the Confidentiality Agreement) (together with the SPAC Released Claims, the “Released Claims”).


 


(c)   It is
understood and agreed that clauses (a) and (b) of this Section 4 are a full and final release covering the respective Released
Claims of the Parties and their respective Related Parties relating, directly or indirectly, to any of the Transaction Matters or arising
out of the Transaction Documents. Therefore, each of the Parties expressly waives any rights it may have under any statute or common law
principle under which a general release does not extend to respective Released Claims that such Party does not know or suspect to exist
in its favor at the time of executing the release in this Agreement, which if known by such Party would have affected such Party’s
agreement with the other Parties. In connection with such waiver and relinquishment, each Party acknowledges that such Party or such Party’s
attorneys or agents may hereafter discover Claims or facts in addition to or different from those which they now know or believe to exist
with respect to the Released Claims, and which, if known on the date of the execution of this Agreement, might have materially affected
such Party’s decision to enter into and execute this Agreement, but that it is their respective intention hereby fully, finally
and forever to settle and release all of their respective Released Claims. In furtherance of such intention, the respective releases herein
given by the Parties shall be and remain in effect as full and complete releases with regard to their respective Released Claims notwithstanding
the discovery or existence of any such additional or different Claim or fact. Each Party further agrees that by reason of the releases
contained herein, such Party is expressly assuming the risk of such unknown Released Claims and agrees that this Agreement applies thereto.


 


(d)   Each
Party, on behalf of itself and its Related Parties, hereby covenants to each other Party and their respective Released Parties not to,
with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the
filing, reporting or prosecution by such Party or its Related Parties or any third party of an Action against any other Party or its Released
Parties relating to any Released Claim. Each Released Party may plead this Agreement as a complete bar to any Released Claim brought in
derogation of this Section 4(d).


 


(e)   Nothing
in this Section 4 shall: (i) apply to any Action by any Party to enforce its respective rights or obligations pursuant to this
Agreement; (ii) apply to any Action by any party thereto to enforce its respective rights or obligations pursuant to the Confidentiality
Agreement or the Letter Agreement; or (iii) constitute a release by any Party for any Claim arising under this Agreement. The covenants
contained in this Section 4 shall survive the execution and delivery of this Agreement indefinitely regardless of any statute of
limitations.


 


5.   Representations
of the Parties. Each Party represents and warrants to the other Parties as follows:


 


(a)   This
Agreement constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject
to the Remedies Exceptions.


 






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(b)   Such
Party has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance
by such Party of this Agreement have been duly and validly authorized by all necessary corporate or other action on the part of such Party.


 


(c)   The
execution and delivery of this Agreement by such Party does not, and the performance by such Party of the transactions contemplated by
this Agreement does not: (i) conflict with or violate the Organizational Documents of such Party, (ii) conflict with or violate any Law
applicable to such Party or by which any property or asset of such Party is bound or affected, or (iii) result in any breach of or constitute
a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any property or asset
of such Party pursuant to, any Contract to which such Party is bound.


 


(d)   Neither
such Party nor any of its Related Parties has not heretofore assigned or transferred, or purported to assign or transfer, to any Person
any Claim or cause of action released pursuant to clause (a) or (b) of Section 4 applicable to such Party. There are no Liens or
claims of Lien, or assignments in law or equity or otherwise, of or against any Claim or cause of action released pursuant to clause (a)
or (b) of Section 4 applicable to such Party.


 


6.   Miscellaneous.


 


(a)   Further
Assurances. Each Party shall, and shall cause its Related Parties to, cooperate with each other in the taking of all actions necessary,
proper or advisable under this Agreement and applicable Laws to effectuate the terminations contemplated by this Agreement. Without limiting
the generality of the foregoing, the Parties shall, and shall cause their respective Related Parties to, cooperate with each other in
connection with the withdrawal of any applications to or termination of proceedings before any Governmental Authority, in each case to
the extent applicable, in connection with the Transactions.


 


(b)   Entire
Agreement; Successors and Assigns. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to
the subject matter hereof, except for the Confidentiality Agreement and the Letter Agreement. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. Other
Miscellaneous Terms. The provisions contained in Article I (Definitions), Section 1.2 (Construction), Section 10.3 (Expenses), Section
10.4 (Amendment), Section 10.5 (Waiver), Section 11.1 (Notices), Section 11.3 (Severability), Section 11.5 (Parties in Interest), Section
11.6 (Governing Law), Section 11.7 (Dispute Resolution), 11.8 (Headings), Section 11.9 (Counterparts) and Section 11.10 (Specific Performance),
in each case of the Business Combination Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis,
and made a part of this Agreement as if set forth fully herein.


 


**********************


 




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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	BREEZE HOLDINGS ACQUISITION CORP.
	 	 	 
	 	By	/s/ J. Douglas Ramsey, Ph.D.
	 	Name:	J. Douglas Ramsey, Ph.D.
	 	Title:	Chairman and CEO
	 	 	 
	 	D-Orbit S.p.A.
	 	 	 
	 	By	/s/ Luca Rossettini, Ph.D.
	 	Name:	Luca Rossettini, Ph.D.
	 	Title:	Chief Executive Officer
	 	 	 
	 	D-ORBIT, S.A.
	 	 	 
	 	By:	/s/ Luca Rossettini, Ph.D.
	 	Name:	Luca Rossettini, Ph.D.
	 	Title:	Director
	 	 	 
	 	By:	/s/ James Bruegger
	 	Name:	James Bruegger
	 	Title:	Director
	 	 	 
	 	Lift-Off Merger Sub, Inc.
	 	 	 
	 	By	/s/ J. Douglas Ramsey, Ph.D.
	 	Name:	J. Douglas Ramsey, Ph.D.
	 	Title:	President
	 	 	 
	 	SERAPHIM
    SPACE (mANAGER), LLP
	 	 	 
	 	By	/s/ James Bruegger
	 	Name:	James Bruegger
	 	Title:	Managing Partner
	 	 	 
	 	Breeze Sponsor,
    LLC
	 	 	 
	 	By	/s/ J. Douglas Ramsey, Ph.D.
	 	Name:	J. Douglas Ramsey, Ph.D.
	 	Title:	Manager



 


 


[Signature Page to Termination Agreement]