ContractSecured Promissory Note • November 8th, 2022 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • November 8th, 2022 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • New York
THIS SECURITY AGREEMENT (this "Agreement"), dated as of October __, 2022, is entered into by and between UNIQUE FABRICATING NA, INC., a Delaware corporation ("Borrower"), UNIQUE-CHARDAN, INC., a Delaware corporation, UNIQUE MOLDED FOAM TECHNOLOGIES, INC., a Delaware corporation, UNIQUE PRESCOTECH, INC., a Delaware corporation, UNIQUE FABRICATING REALTY, LLC a Michigan limited liability company, and UNIQUE FABRICATING SOUTH, INC., a Michigan corporation, (collectively called, together with Borrower and each of the other person which becomes a debtor hereunder from time to time (together with the Borrower, the "Debtors" and each referred to herein as a "Debtor"), and under the Note, dated of even date herewith, in the principal amount of $1,500,000 issued by Borrower to each of the persons identified on Exhibit A (the "Holder");
ContractPurchase Warrant • November 8th, 2022 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 8th, 2022 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This Intercreditor Agreement (“Agreement”) is made this ___ day of October, 2022 by and between Alvin Fund, LLC, a Delaware limited liability company, whose address is 215 West 98th Street, New York, NY 10025 (“Alvin”), and ROBERT TAGLICH, an individual, whose address is 37 Main Street, Cold Spring Harbor, NY 11724 (“Robert”), and MICHAEL and CLAUDIA TAGLICH, individuals in their joint capacity, whose address is 37 Main Street, Cold Spring Harbor, NY 11724 ( collectively, “MC”) (Alvin, Robert and MC are collectively, the “Creditor”) and CITIZENS BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Agent for the Lenders under the Loan Agreement (as defined below) (the “Agent”), whose address is 28 State Street, Mail Code: MSW24114, Boston, MA 02109 and UNIQUE FABRICATING NA, INC., a Delaware corporation (“US Borrower”) and UNIQUE-INTASCO CANADA, INC., a corporation organized under the laws of the province of British Columbia (“CA Borrower”, and together with th
