REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo
This Agreement is made pursuant to the Securities Exchange Agreement, dated as of August 19, 2021, between the Company and each Purchaser (as amended by the Amendment Agreement oven date hereof and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _, 2021, between Unique Logistics International, Inc., a Nevada corporation, (the “Company”), and each Purchaser identified on Schedule A (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
WAIVER AND AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • March 15th, 2024 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
Financing Agreement, dated as of March 10, 2023, by and among Unique Logistics International, Inc., a Nevada corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), CB Agent Services LLC, a Delaware limited liability company (“CB Agent”), as origination agent (in such capacity, together with its successors and assigns in such capacity, the “Origination
SPLIT-OFF AGREEMENTSplit-Off Agreement • October 13th, 2020 • Innocap Inc • Services-management consulting services • New York
This SPLIT-OFF AGREEMENT, dated as of October 8, 2020 (this “Agreement”), is entered into by and among Innocap, Inc., a Nevada corporation (“Seller”), Star Exploration Corp, a Texas corporation (“Split-Off Subsidiary”), and Paul Tidwell (“Buyer”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021, between Unique Logistics International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
10% SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 28, 2022Convertible Security Agreement • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
This Secured Subordinated Convertible Promissory Note is a duly authorized and validly issued 10% Secured Subordinated Convertible Promissory Note of Unique Logistics International, Inc., a Nevada corporation (the “Company”), designated as its 10% Secured Subordinated Convertible Promissory Note due January 28, 2022 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of January 28, 2021, between the Company and, among others, _________ (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Delaware (the “Purchase Agreement”).
THIS SHARE SALE AND PURCHASE AGREEMENT (this “Agreement”) is made on the 13th day of September 2022Share Sale and Purchase Agreement • September 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • February 27th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2020 • Innocap Inc • Services-management consulting services • New York
This Employment Agreement (the “Agreement”) is made and entered into as of May 29, 2020, by and between Unique Logistics Holdings Limited (the “Company”), a Corporation organized and existing under the laws of the State of Delaware (the “Company”), and Sunandan Ray (“Executive”).
Form of Leak-Out AgreementLeak-Out Agreement • October 18th, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
This Leak-Out Agreement (the “Leak-Out Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) to be entered into by Unique Logistics International, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and you on your own behalf and on behalf of your Affiliates (as such term is used and construed under Rule 405 of the Securities Act of 1933, as amended) with respect to the proposed public offering (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).
AGREEMENT AND PLAN OF MERGER by and among EDIFY ACQUISITION CORP., EDIFY MERGER SUB, INC.Merger Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 18, 2022, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Company”). Buyer, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
December 18, 2022Letter Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
This letter (this “Letter Agreement”) is being delivered in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Company”), and hereby amends and restates in its entirety that certain letter, dated January 15, 2021 (the “Prior Letter Agreement”), by and among Buyer and the members of Buyer’s board of directors and/or management team as are party thereto (the “Insiders”). Certain capitalized terms used herein are defined in Section 5(d).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 17th day of December, 2022, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”).
security agreementSecurity Agreement • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
This Security Agreement (this “Agreement”), dated as of _______2021, by Unique Logistics International, Inc., a Nevada corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to Section 7.5 (the “Grantors”), in favor of Trillium Partners LP, a Delaware limited partnership (together with its successors and registered assigns, “Trillium”) for itself and as Purchaser Agent (together with any successor and any replacement agent, the “Purchaser Agent”) for the purchasers (the “the “Purchasers”) of, the Secured Subordinated Notes of the Company, designated as its 10% Secured Subordinated Convertible Promissory Notes due _________, 2021 (the “Notes”), issued and sold by the Company pursuant to one or more Securities Purchase Agreements, dated at or about _______, 2021, among the Company and the Purchasers (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2024 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
EMPLOYMENT AGREEMENT entered into as of September 17, 2024, by and between UNIQUE LOGISTICS INTERNATIONAL (NYC), LLC (“Unique” as defined in Section A below), with an office in Jamaica, NY, and Eli Kay (“Employee”), employed at such address:
ACKNOWLEDGMENT AND WAIVER AGREEMENTAcknowledgment and Waiver Agreement • September 20th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS ACKNOWLEDGMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of September 18, 2023, is by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and direct, wholly owned subsidiary of Buyer, and Unique Logistics International, Inc., a Nevada corporation (the “Company”), and is made with respect to that certain Agreement and Plan of Merger, dated as of December 18, 2022, by and among the parties hereto (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
September 18, 2023Letter Agreement • September 20th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
Reference is made to that certain amended and restated letter agreement (the “Letter Agreement”), dated as of December 18, 2022, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Colbeck Edify Holdings, LLC (the “Sponsor”) and the members of Buyer’s board of directors and/or management team as are party thereto (the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of December 18, 2022 (the “Merger Agreement”), by and among Buyer, Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and Unique Logistics International, Inc., a Nevada corporation (the “Company”). The parties hereby agree that the Letter Agreement is amended by this letter agreement (this “Amendment”) as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among INNOCAP, INC. a Nevada corporation, STAR EXPLORATION CORP, a Texas corporation, UNIQUE ACQUISITION CORP., a Delaware corporation, And UNIQUE LOGISTICS HOLDINGS, INC., a Delaware corporation October...Merger Agreement • October 13th, 2020 • Innocap Inc • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of October 8, 2020, by and among Innocap, Inc., a Nevada corporation (the “Parent”), Star Exploration Corporation a Texas corporation (the “Split-Off Subsidiary”), Unique Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) Unique Logistics Holdings, Inc., a Delaware corporation (the “Company”) and Paul Tidwell, an individual (the “Split-Off Purchaser”). The Parent, the Acquisition Subsidiary, the Company and Spit-Off Purchaser are each a “Party” and referred to collectively herein as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • Delaware
This Lock-Up Agreement (this “Agreement”) is dated as of December 18, 2022 and is among Edify Acquisition Corp., a Delaware corporation (the “Public Entity”), and each of the stockholder parties identified on Exhibit A hereto each, a “Stockholder Party” and, together with any other persons who enter into a joinder to this Agreement, substantially in the form of Exhibit B hereto, with the Public Entity following the date hereof in order to become a Stockholder Party for purposes of this Agreement, collectively, the “Stockholder Parties”).
COMPANY VOTING AND SUPPORT AGREEMENTCompany Voting and Support Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS COMPANY VOTING AND SUPPORT AGREEMENT, dated as of December 18, 2022 (this “Company Support Agreement”), is entered into by and among Unique Logistics International, Inc., a Nevada corporation (the “Company”), Edify Acquisition Corp., a Delaware corporation (“Buyer”), and the stockholder named on the signature page hereto (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 11, 2021 (the “Effective Date”), between Eli Kay (“Executive”) and Unique Logistics International, Inc. (the “Company”), a Nevada corporation.
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • March 1st, 2024 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS MUTUAL TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of March 1, 2024, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Company”). Buyer, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01 of the Merger Agreement (as defined below).
SHAREHOLDERS’ AGREEMENTShareholder Agreement • February 27th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • Hong Kong
The Company is a limited liability company duly incorporated and registered in Hong Kong and as at the date hereof, has an authorized equity share capital of HK$10,000.00 divided into 10,000 shares, all of which are legally owned by Unique and have been issued and are fully paid up
AMENDMENTSecured Subordinated Convertible Promissory Notes • June 3rd, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo
This Amendment to Secured Subordinated Convertible Promissory Notes (“Amendment”) is made and entered into as of June 1, 2021, by and between Unique Logistics International, Inc. (f/k/a Innocap, Inc.), a Nevada corporation (the “Company”), and 3a Capital Establishment (“Lender”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements (as defined below).
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • July 26th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of July 20, 2023, by and among TBK BANK, SSB, a Texas State Savings Bank, in its capacity as purchaser under the First Lien Loan Documents (in such capacity, and together with its successors and assigns in such capacity, “First Lien Purchaser”), and Alter Domus (US) LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent under the Second Lien Loan Documents (in such capacity, and together with its successors and assigns in such capacity, “Second Lien Agent”).
AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • February 27th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).
AGREEMENTConflict of Interest Agreement • August 15th, 2008 • Innocap Inc
AGREEMENT dated this 25 day of July 2008, by and between INNOCAP, Inc. (hereinafter “INN”), a Nevada Corporation, with offices located at 3113 Madison Drive, Atlanta, GA 30346 and B. Alva Schoomer, President of INNOCAP, Inc.
Unique Logistics International, Inc. Jamaica, NY 11434Limited Waiver of Events of Default • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
Re: Limited Waiver of Events of Default under the Transaction Documents and Rights under the Securities Purchase Agreements and Registration Rights Agreement
REVOLVING PURCHASE, LOAN AND SECURITY AGREEMENTRevolving Purchase, Loan and Security Agreement • September 22nd, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • Texas
This SECOND AMENDMENT TO REVOLVING PURCHASE, LOAN AND SECURJTY AGREEMENT (this “Amendment”) is entered into as of September 17, 2021, by and between UNIQUE LOGISTICS INTERNATIONAL, INC., a Nevada corporation (“Parent”), UNIQUE LOGISTICS HOLDINGS, INC., a Delaware corporation (“Holdings”) UNIQUE LOGISTICS INTERNATIONAL (NYC), LLC, a Delaware limited liability company (“New York”), UNIQUE LOGISTICS INTERNATIONAL (BOS), INC., a Massachusetts corporation (“Boston” and, together with Parent Holdings and New York, collectively, “Seller”) and TBK BANK, SSB, a Texas State Savings Bank (“Purchaser”).
GUARANTYGuaranty • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York
This Guaranty (this “Guaranty”), dated as of __________, 2021, by Unique Logistics International, Inc., a Nevada corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to Section 2.6 (the “Guarantors”), in favor of purchasers (the “Purchasers”) of the Secured Subordinated Notes of the Company, designated as its 10% Secured Subordinated Convertible Promissory Notes due ________, 2021 (the “Notes”), issued and sold by the Company pursuant to one or more Securities Purchase Agreements , dated at or about _______, 2021 (the “Purchase Agreement”), among the Company, and the Purchasers. Capitalized terms used but not defined herein shall have their respective meanings ascribed to them in the Purchase Agreement.
AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • February 27th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).
AMENDMENT AGREEMENTAmendment Agreement • December 13th, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo
This Amendment Agreement (this “Agreement”) is dated as of December __, 2021, between Unique Logistics International, Inc., a Nevada corporation, (the “Company”), and each Holder identified on Schedule A (each, including its successors and assigns, a “Holder” and collectively the “Holders”), who together constitute all the Holders.
AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • February 27th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).
March 10, 2023 Fee LetterFee Letter • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
AMENDMENT TO PROMISSORY NOTEPromissory Note • July 11th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”), dated as of July 7, 2023, by and between Unique Logistics International, Inc., a Nevada corporation (the “Maker”), and Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”).
