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:
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 20th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of September 8, 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”).
WAIVER AND AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • September 20th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
WAIVER AND AMENDMENT NO. 1 TO FINANCING AGREEMENT, dated as of [●], 2023 (this “Amendment and Waiver”), to the Financing Agreement, dated as of March 10, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Unique Logistics International, Inc., a Nevada corporation (the “Parent”) and each other Person that executes a joinder agreement and becomes a “Borrower” under the Financing Agreement (as defined below) (together with the Parent, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), CB Agent Services LLC, a Delaware limited liability company (“CB Agent”), as origi
