Breeze Acquisition Corp. II Sample Contracts
UNDERWRITING AGREEMENT between Breeze ACQUISITION CORP. II and IB CAPITAL LLC as Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
The undersigned, Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed 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”).
UNDERWRITING AGREEMENT between Breeze ACQUISITION CORP. II and IB CAPITAL LLC as Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
The undersigned, Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
RIGHTS AGREEMENTRights Agreement • March 3rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●] between Breeze Acquisition Corp. II, a Cayman Islands exempted company, with offices at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
RIGHTS AGREEMENTRights Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●] between Breeze Acquisition Corp. II, a Cayman Islands exempted company, with offices at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
UNDERWRITING AGREEMENT between Breeze ACQUISITION CORP. II and IB CAPITAL LLC as Representative of the Underwriters Dated: May 12, 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
The undersigned, Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
UNDERWRITING AGREEMENT between Breeze ACQUISITION CORP. II and IB CAPITAL LLC as Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
The undersigned, Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
UNDERWRITING AGREEMENT between Breeze ACQUISITION CORP. II and IB CAPITAL LLC as Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
The undersigned, Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with IB Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2026, is made and entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed 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”).
INDEMNITY AGREEMENTIndemnity Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2026, by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Breeze Acquisition Corp. IIAdministrative Services Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter agreement by and between Breeze Acquisition Corp. II (the “Company”) and Breeze Sponsor II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing at the time of the IPO closing and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 12, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and the “Purchaser”).
Breeze Acquisition Corp. IIAdministrative Services Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter agreement by and between Breeze Acquisition Corp. II (the “Company”) and Breeze Sponsor II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing at the time of the IPO closing and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Breeze Acquisition Corp. IIUnderwriting Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial Business Combination. The Units will be sold i
Breeze Acquisition Corp. IIUnderwriting Agreement • March 9th, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s initial Business Combination. The Units will be sold in
ContractPromissory Note • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Breeze Acquisition Corp. IIUnderwriting Agreement • May 6th, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s initial Business Combination. The Units will be sold in
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2026 • Breeze Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2026, by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Breeze Acquisition Corp. II Irving, TX 75039Securities Subscription Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
This Amended and Restated Securities Subscription Agreement (this “Agreement”) is entered into on October 21, 2025 by and between Breeze Sponsor II, LLC (the “Subscriber” or “you”), and Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company,” “we” or “us”).
INDEMNITY AGREEMENTIndemnity Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2026 • Breeze Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2026, by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 2026, by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 23rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and the “Purchaser”).
Breeze Acquisition Corp. IIUnderwriting Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s initial Business Combination. The Units will be sold in
Breeze Acquisition Corp. IIUnderwriting Agreement • March 3rd, 2026 • Breeze Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s initial Business Combination. The Units will be sold in
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 3rd, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 6th, 2026 • Breeze Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2026, by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • May 15th, 2026 • Breeze Acquisition Corp. II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 12, 2026 between Breeze Acquisition Corp. II, a Cayman Islands exempted company, with offices at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).