Unique Logistics International : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Promissory Note

As previously announced, on February 21, 2023, Unique Logistics International, a Nevada corporation ("Unique" or the "Company"), issued to Unique Logistics Holdings Limited, a Hong Kong corporation ("ULHL"), a promissory note in the principal amount of $1,000,000 (the "ULHL Note"). The ULHL Note was due June 30, 2023 (the "Maturity Date") and beard no interest rate.

On September 8, 2023, the Company and ULHL entered into an amendment to the ULHL Note (the "Promissory Note Amendment") whereby (i) the Maturity Date of the ULHL Note was extended to twelve months after receipt of the Vietnam Approvals (as defined therein), and (ii) an interest rate of fifteen percent (15%) per annum, from September 8, 2023, until the ULHL Note is paid in full, was applied to the ULHL Note.

The foregoing description of the Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Promissory Note Amendment, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended Financing Agreement

As previously announced, on December 18, 2022, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Edify Acquisition Corp., a Delaware corporation ("Edify"), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Edify ("Merger Sub"). The Merger Agreement provides, among other things, that on the terms and subject to the conditions of the Merger Agreement, and in accordance with the Nevada Revised Statutes and other applicable laws, Merger Sub will merge with and into the Company (the "Merger"), with the Company being the surviving corporation of the Merger and a wholly-owned subsidiary of Edify. The proposed Merger is expected to be consummated after receipt of the required approvals from the stockholders of Edify and the Company and the satisfaction of certain other conditions to closing. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Additionally, as previously announced, concurrently with the execution of the Merger Agreement, Edify entered into an Amended and Restated Letter Agreement (the "Letter Agreement") with Colbeck Edify Holdings, LLC, a Delaware limited liability company (the "Sponsor"), the Company and the other parties thereto, pursuant to which the Sponsor agreed to, among other things, forfeit 1,713,139 of its founder shares contingent upon the closing of the transactions contemplated by the Merger Agreement.

As previously disclosed, on March 10, 2023, in connection with the transactions contemplated by the Merger Agreement, the Company entered into a Financing Agreement (the "Financing Agreement") and related fee letter as borrower with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, CB Agent Services LLC as origination agent, and Alter Domus (US) LLC as collateral agent and administrative agent, consisting of (a) an initial term loan facility in the original principal amount of $4,210,526.32 and (b) delayed draw term loan facility in the original principal amount of $14,789,473.70.

Waiver and Amendment No. 1 to Financing Agreement

On September 13, 2023, the Company, the lenders party thereto, CB Agent Services LLC as origination agent, and Alter Domus (US) LLC as collateral agent and administrative agent, entered into the Waiver and Amendment No. 1 to Financing Agreement (the "Amended Financing Agreement") that waived certain events of default attributed to the Company under the Financing Agreement, including (i) failure to present evidence of the payment in cash from the balance sheet of (x) that the promissory note, date February 21, 2023 in favor of ULHL in the amount of $5,000,000 and (y) the promissory note, dated February 21, 2023 in favor of ULHL in the amount of $2,500,000, (ii) failure to (x) deliver Control Agreements and (y) close all deposit accounts held at Chase Bank, N.A. by the deadline, (iii) failure to deliver landlord waivers or collateral access agreements with respect to each leased location by the deadline, (iv) failure to deliver consents and equity pledges with respect to each of TGF Unique Limited and ULI (South China) Limited by the deadline, (v) noncompliance with Section 7.03(c) of the Financing Agreement for the fiscal quarter ending May 31, 2023, by exceeding the EBITDA leverage ratio set forth in the Financing Agreement and (vi) agreeing to an extension of the maturity date of the Seller Notes without the prior consent of the Agents. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended Financing Agreement.