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 • October 13th, 2020 • Innocap Inc • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2020, between Innocap, Inc., a Nevada corporation (the “Company” or the “Parent”)), 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 OCTOBER 6, 2021Convertible Security Agreement • October 13th, 2020 • Innocap Inc • Services-management consulting services • New York
This Secured Subordinated Convertible Promissory Note is a duly authorized and validly issued 10% Secured Subordinated Convertible Promissory Note of Innocap, Inc., a Nevada corporation (the “Company”), designated as its 10% Secured Subordinated Convertible Promissory Note due October 6, 2021 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 7, 2020, between the Company and, among others, Trillium Partners LP (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”).
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”).
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.”
GENERAL RELEASE AGREEMENTGeneral Release Agreement • October 13th, 2020 • Innocap Inc • Services-management consulting services • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and among Innocap, Inc., a Nevada corporation (“Seller”), Star Exploration Corporation a Texas Corporation (“Split-Off Subsidiary”), Paul Tidwell (“Buyer”) and Unique Logistics Holdings, Inc, a Delaware Corporation (“ULHI”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
