September 18, 2023
Exhibit 2.2
EXECUTION COPY
September 18, 2023
000 Xxxxxxx Xxxxxx, Xxxxx 00
New York, NY 10106
| RE: | Amendment to Amended and Restated Letter Agreement |
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”), Xxxxxxx 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:
| 1. | Amendments. The Letter Agreement is amended to delete the stricken
text (indicated textually in the same manner as the following example: |
| 2. | Amendment to Section 4 (Forfeiture of Sponsor Shares). Section 4 of the Letter Agreement shall be replaced in its entirety by the following: |
“Forfeiture
of Sponsor Shares. Upon and subject to the Closing, and immediately following the automatic conversion of the Buyer Class B Common
Stock into Buyer Class A Common Stock, 1,713,139 shares of Buyer Class A Common Stock owned by the Sponsor
the Forfeited Shares shall be automatically forfeited to Buyer, without any further action by
any Person, and shall be cancelled and retired, and the Sponsor shall not have any rights with respect thereto. The
“Forfeited Shares” means a number of shares of Buyer Class A Common Stock owned by the Sponsor equal to (x) 1,713,139 minus
(y) the product of (A) 150,000 and (B) the DDTL Increase Utilization Rate. The “DDTL Increase Utilization Rate” means a percentage
equal to (1) the aggregate principal amount of the DDTL Increase 1 and DDTL Increase 2 (if any) drawn by the Company at the Closing pursuant
to the Financing Agreement divided by (2) 1,500,000. The defined terms DDTL Increase 1 and DDTL Increase 2 shall have the meanings ascribed
to such terms in that certain Financing Agreement, dated as of March 10, 2023 as amended as of the date hereof by that certain Waiver
and Amendment No. 1 to Financing Agreement, by and among the Company, the Borrowers party thereto, CB Agent Services LLC, a Delaware limited
liability company, Alter Domus (US) LLC, a Delaware limited liability company, and the Lenders party thereto (the “Financing Agreement”).”
| 3. | Except as expressly modified by this Amendment, the Letter Agreement and the parties’ rights and obligations thereunder shall remain unchanged and in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original instrument and all of which taken together shall constitute one and the same agreement |
[The remainder of this page left intentionally blank.]
Please indicate your agreement to the terms of this Letter Agreement by signing where indicated below.
| Very truly yours, | ||
| XXXXXXX EDIFY HOLDINGS, LLC | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Chief Operating Officer | |
| DIRECTORS AND OFFICERS OF BUYER: | ||
| /s/ Xxx Xxxxxxxx | ||
| Xxx Xxxxxxxx | ||
| /s/ Xxxxxx Xxxxx | ||
| Xxxxxx Xxxxx | ||
| /s/ Xxxxx Xxxxxxx | ||
| Xxxxx Xxxxxxx | ||
| /s/ Xxxxx Xxxxxxx | ||
| Xxxxx Xxxxxxx | ||
| /s/ Xxxxx Xxxxxxx | ||
| Xxxxx Xxxxxxx | ||
| /s/ Xxxxxxxx Else-Xxxxxxxx | ||
| Xxxxxxxx Else-Xxxxxxxx | ||
| /s/ Xxxxxx X. Xxxxxxxxx | ||
| Xxxxxx X. Xxxxxxxxx | ||
[Signature Page to Amendment to Letter Agreement]
Acknowledged and agreed
as of the date of this Letter Agreement:
| EDIFY ACQUISITION CORP. | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Amendment to Letter Agreement]
Acknowledged and agreed as intended third party
beneficiary
as of the date of this Letter Agreement:
| UNIQUE LOGISTICS INTERNATIONAL, INC. | ||
| By: | /s/ Xxxxxxxx Xxx | |
| Name: | Xxxxxxxx Xxx | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment to Letter Agreement]
