Common use of SELLING SHAREHOLDERS Clause in Contracts

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stock. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Shares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock as of ________, 2021, assuming conversion of the Preferred Stock held by the selling shareholders on that date, without regard to any limitations on conversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stock, determined as if the outstanding Preferred Stock was fully converted as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon exercise of the Exchange and conversion shares of Preferred Stockpreferred stock. For additional information regarding the issuances of those shares of common stockCommon Stock, see “Private Placement of Shares of Common Preferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Common Stock and Preferred Stock preferred stock, as of ________, 20212022, assuming conversion of the Preferred Stock preferred stock held by the selling shareholders on that date, without regard to any limitations on conversionsexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock Common Stock issuable upon conversion of the Preferred Stockrelated preferred stock, determined as if the outstanding Preferred Stock was fully preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion exercise of the Preferred Stockwarrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversionexercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of Preferred Stock such preferred stock which have not been convertedexercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Unique Logistics International, Inc., a Nevada corporation Tonix Pharmaceuticals Holding Corp. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stockthe convertible preferred shares and upon exercise of the warrants. For additional information regarding the issuances of those the convertible preferred shares of common stockand the warrants, see “"Private Placement of the Convertible Preferred Shares of Common Stock” and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the convertible preferred shares of common stockand the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock the convertible preferred shares and Preferred Stock the warrants, as of ________, 20212009, assuming conversion of all convertible preferred shares and exercise of the Preferred Stock warrants held by the selling shareholders on that date, without regard to any limitations on conversionsconversions and/or redemptions of the convertible preferred shares or exercises of the warrants. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersholders of the convertible preferred shares and the warrants, this prospectus generally covers the resale of at least 130% of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stock, determined as if the outstanding Preferred Stock was fully converted convertible preferred shares as of the trading day immediately preceding the date the registration statement is initially filed with the SEC and (ii) the number of shares of common stock issued and issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised, as applicable, in full, as of the Trading Day immediately preceding the date this registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion conversions and/or redemptions of the Preferred StockShares or exercises of the Warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock convertible preferred shares and the warrants, a selling shareholder may not convert the convertible preferred shares or exercise the warrants, to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such conversionconversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the convertible preferred shares which have not been convertedconverted and upon exercise of the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stockthe shares of convertible preferred stock. For additional information regarding the issuances of those shares of common convertible preferred stock, see “"Private Placement of Shares of Common Preferred Stock” " above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common convertible preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock convertible preferred stock, as of ________, 20212016, assuming conversion of the Preferred Stock shares of convertible preferred stock held by the selling shareholders on that date, without regard to any limitations on conversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above __________________ and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stockshares of convertible preferred stock, determined as if the outstanding Preferred Stock was fully shares of convertible preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stockshares of convertible preferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock convertible preferred stock, a selling shareholder may not convert the convertible preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99____% or 9.99%, as applicable, of our then outstanding common stock following such conversion, conversion excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the shares of convertible preferred stock which have not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc.Air Industries Group, a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon exercise of the Exchange and conversion shares of Preferred Stockpreferred stock. For additional information regarding the issuances of those shares of common stockCommon Stock, see “Private Placement of Shares of Common Preferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Common Stock and Preferred Stock preferred stock, as of ________, 20212022, assuming conversion of the Preferred Stock preferred stock held by the selling shareholders on that date, without regard to any limitations on conversionsexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock Common Stock issuable upon conversion of the Preferred Stockrelated preferred stock, determined as if the outstanding Preferred Stock was fully preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion exercise of the Preferred Stockwarrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversionexercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of Preferred Stock such preferred stock which have not been convertedexercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Unique Logistics InternationalGuardion Health Sciences, Inc., a Nevada corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stockthe preferred stock. For additional information regarding the issuances of those shares of common preferred stock, see “"Private Placement of Shares of Common Preferred Stock” " above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock preferred stock, as of ________, 20212016, assuming conversion of the Preferred Stock preferred stock held by the selling shareholders on that date, without regard to any limitations on conversionsexercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above __________________ and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stockpreferred stock, determined as if the outstanding Preferred Stock preferred stock was fully converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stockpreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the preferred stock which have not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stockpreferred stock. For additional information regarding the issuances of those shares of preferred stock and common stock issued and issuable upon conversion of the preferred stock, see “Private Placement of Shares of Common Preferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. [Except for the ownership of the shares of preferred stock and common stock issued and issuable upon conversion of the preferred stock, the selling shareholders have not had any material relationship with us within the past three years. .] The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of preferred stock, common stock and Preferred Stock any other rights to purchase our common stock, as of ________, 20212022, assuming conversion exercise of the Preferred Stock any warrants or other rights held by the selling shareholders on that date, without regard to any limitations on conversionsexercises, and further assuming conversion in full of the preferred stock. The third column lists the shares of common stock (on an as-converted to common stock basis) being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to common stock issued upon conversion of the selling shareholders preferred stock issued in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the preferred stock issued in the “Private Placement of Shares of Preferred Stock, determined as if the outstanding Preferred Stock was fully converted as of the trading day immediately preceding the date this registration statement was initially filed with the SEC” described above, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Histogen Inc., a Nevada Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable to the selling shareholders, shareholders upon the Exchange and conversion of Preferred Stockthe preferred stock. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Shares of Common StockPreferred Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock stock, as of ________, 202120__, assuming conversion of the Preferred Stock preferred shares held by the selling shareholders on that date, without regard to any limitations on conversionsconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stockrelated preferred stock, determined as if the outstanding Preferred Stock was fully preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stockpreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the preferred stock which have not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics InternationalTheMaven, Inc., a Nevada Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stockthe preferred stock. For additional information regarding the issuances of those shares of common stockCommon Stock, see “Private Placement of Shares of Common Preferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stockpreferred stock and the underlying shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Common Stock and Preferred Stock warrants, as of ________, 20212022, assuming conversion of the Preferred Stock preferred stock held by the selling shareholders on that date, without regard to any limitations on conversionsexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stock, determined as if the outstanding Preferred Stock was fully converted as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementabove, without regard to any limitations on the conversion of the Preferred Stockpreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.9919.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversionexercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of Preferred Stock such shares which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Unique Logistics InternationalComera Life Sciences Holdings, Inc., a Nevada corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of the Preferred Stock. For additional information regarding the issuances of those shares of common stockCommon Stock, see “Private Placement of Shares of Common Preferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Common Stock and Preferred Stock Stock, as of ________, 20212022, assuming conversion of the Preferred Stock held by the selling shareholders on that date, without regard to any limitations on conversionsexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock Common Stock issuable upon conversion of the Preferred Stock, determined as if the outstanding Preferred Stock was fully were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock, a selling shareholder may not convert their Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of such Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable upon conversion of shares of Series A Convertible Preferred Stock previously issued to the selling shareholders, and/or those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stock. For additional information regarding the issuances of those shares of common stocksecurities, see “Private Placement of Shares of Common Series A Convertible Preferred Stock” above. We are registering the shares of common stock issuable upon conversion of shares of Series A Convertible Preferred Stock in order to permit the selling shareholders to offer the shares of common stock for resale from time to time. Except for the ownership of the shares of Series A Convertible Preferred Stock (and common stockstock issuable upon conversion thereof), the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock stock, as of ________, 202120__, assuming conversion of the Series A Convertible Preferred Stock held by the selling shareholders on that date, without regard to any limitations on conversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common common stock issuable upon conversion of shares of Series A Convertible Preferred Stock and Underlying Shares issuable previously issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Series A Convertible Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stockabove, determined as if the outstanding shares of Series A Convertible Preferred Stock was fully were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Series A Convertible Preferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the any shares of Series A Convertible Preferred Stock held by selling shareholders, a selling shareholder may not convert any such shares of Series A Convertible Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of such shares of Series A Convertible Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc.Digital World Acquisition Corp., a Nevada Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stockpreferred stock. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Shares of Common Preferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock preferred stock, as of ________, 20212018, assuming conversion of the Preferred Stock warrants held by the selling shareholders on that date, without regard to any limitations on conversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stockpreferred stock in the __________________, determined as if the outstanding Preferred Stock was fully preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stockpreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion conversions would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or (or, at election of holder, 9.99%, as applicable, ) of our then outstanding common stock following such conversionexercise, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the preferred stock which have not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics InternationalMJ Holdings, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable to the selling shareholders, shareholders upon the Exchange and conversion of Preferred Stockthe preferred stock. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Shares of Common StockPreferred Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock stock, as of ________, 20212019, assuming conversion of the Preferred Stock preferred shares held by the selling shareholders on that date, without regard to any limitations on conversionsconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred Stockrelated preferred stock, determined as if the outstanding Preferred Stock was fully preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred Stockpreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the preferred stock which have not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics InternationalTheMaven, Inc., a Nevada Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or and those issuable to the selling shareholders, upon the Exchange and conversion of Preferred Stock. For additional information regarding the issuances of those shares of common our Series B preferred stock, see “Private Placement of Shares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the Series B preferred stock, the selling shareholders have not had any material relationship with us within the past three yearsyears other than: _____________________1. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and Preferred Stock [_], as of ________, 2021, assuming conversion of the Preferred Stock held by the selling shareholders on that date, without regard to any limitations on conversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable upon conversion of the Preferred StockSeries B preferred stock, determined as if the outstanding Preferred Stock Series B preferred stock was fully converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Preferred StockSeries B preferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock Series B preferred stock, a selling shareholder may not convert the Series B preferred stock to the extent such conversion exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding common stock following such conversionexercise, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock the Series B preferred stock which have has not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.