FINANCING AGREEMENT Dated as of March 10, 2023 by and among UNIQUE LOGISTICS INTERNATIONAL, INC., as Parent, PARENT AND EACH OTHER SUBSIDIARY OF PARENT LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH OTHER SUBSIDIARY OF PARENT...Financing Agreement • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
Financing Agreement, dated as of March 10, 2023, by and among Unique Logistics International, Inc., a Nevada corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), CB Agent Services LLC, a Delaware limited liability company (“CB Agent”), as origination agent (in such capacity, together with its successors and assigns in such capacity, the “Origination
March 10, 2023 Fee LetterFee Letter • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
SECURITY AGREEMENTSecurity Agreement • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 10, 2023, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and ALTER DOMUS (us) llc, a Delaware limited liability company (“Alter Domus”), as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
This INTERCOMPANY SUBORDINATION AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 10, 2023, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of ALTER DOMUS (US) LLC, a Delaware limited liability company (“Alter Domus”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Alter Domus, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), in light of the following:
CB AGENT SERVICES LLC New York, NY 10106Fee Letter • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • New York
This letter (this “Fee Letter”) is delivered to you in connection with the Financing Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Unique Logistics International, Inc., a Nevada corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the
COLLATERAL ASSIGNMENT OF ULHL ACQUISITION DOCUMENTSCollateral Assignment of Acquisition Documents • March 14th, 2023 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
This COLLATERAL ASSIGNMENT OF ULHL ACQUISITION DOCUMENTS (this “Assignment”), dated as of March 10, 2023, is by and between UNIQUE LOGISTICS INTERNATIONAL, INC., a Nevada corporation (“Assignor”) and Alter Domus (US) LLC, a Delaware limited liability company (“Alter Domus”), as collateral agent for the Secured Parties (as defined in the Financing Agreement (as defined below)) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
