0001493152-21-021666 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2021 among Unique Logistics International, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities 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, 2022
Convertible 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”).

security agreement
Security 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”).

Unique Logistics International, Inc. Jamaica, NY 11434
Limited 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

GUARANTY
Guaranty • 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 PROMISSORY NOTE
Promissory Note • August 31st, 2021 • Unique Logistics International Inc • Arrangement of transportation of freight & cargo • New York

This AMENDMENT NO 1. TO PROMISSORY NOTE is made and entered into as of November __, 2020 (this “Amendment”) by and between (i) Innocap, Inc., a Nevada corporation and successor company to Unique Logistics Holdings, Inc. (the “Company”), and (ii) Unique Logistics Holdings Limited, a Hong Kong company (the “Holder”).

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