INDEMNITY AGREEMENTIndemnity Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 14, 2021, by and between Edify Acquisition Company., a Delaware corporation (the “Company”), Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement an “Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2021, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
January 14, 2021 Edify Acquisition Corp. New York, NY 77029 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Edify Acquisition Corp., a Delaware corporation (the “Company”), BMO Capital Markets Corp., and B. Riley Securities, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 24,000,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offe
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Edify Acquisition Corp., a Delaware corporation (the “Company”), Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (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 AGREEMENTUnderwriting Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of January 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among EDIFY ACQUISITION CORP., EDIFY MERGER SUB, INC.Agreement and Plan of Merger • December 19th, 2022 • Edify Acquisition Corp. • Blank checks • 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 • Edify Acquisition Corp. • Blank checks
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).
ACKNOWLEDGMENT AND WAIVER AGREEMENTAcknowledgment and Waiver Agreement • September 20th, 2023 • Edify Acquisition Corp. • 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 • Edify Acquisition Corp. • 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:
LOCK-UP AGREEMENTLock-Up Agreement • December 19th, 2022 • Edify Acquisition Corp. • Blank checks • 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 • Edify Acquisition Corp. • Blank checks
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”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • March 1st, 2024 • Edify Acquisition Corp. • 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).
EDIFY ACQUISITION CORP.Letter Agreement • January 6th, 2021 • Edify Acquisition Corp. • Blank checks • New York
This letter agreement by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited liability company (“Colbeck LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-251775) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2023 • Edify Acquisition Corp. • Arrangement of transportation of freight & cargo • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 20, 2023, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 14, 2021, as amended on December 22, 2022, by and between the parties hereto (the “Trust Agreement”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2024 • Edify Acquisition Corp. • Arrangement of transportation of freight & cargo • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 19, 2024, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 14, 2021, as amended on December 22, 2022 and on July 20, 2023, by and between the parties hereto (the “Trust Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 6th, 2021 • Edify Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 5,750,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2022 • Edify Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 22, 2022, by and between Edify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 14, 2021, by and between the parties hereto (the “Trust Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2021 • Edify Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Agreement”), dated as of [●], is entered into by and between Colbeck Edify Holdings, LLC, a Delaware limited liability company (the “Company”) and the undersigned subscriber, on behalf of the funds indicated on the signature page hereto (“Subscriber”).
First Amendment to Merger AgreementMerger Agreement • July 26th, 2023 • Edify Acquisition Corp. • Arrangement of transportation of freight & cargo
This FIRST Amendment to THE AGREEMENT AND PLAN OF Merger (this “Amendment”), dated as of July 19, 2023, is entered into 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.”
EDIFY ACQUISITION CORP.Letter Agreement • January 21st, 2021 • Edify Acquisition Corp. • Blank checks • New York
This letter agreement by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC, a Delaware limited liability company (“Colbeck LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-251775) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
