AGREEMENT AND PLAN OF MERGER by and among EDIFY ACQUISITION CORP., EDIFY MERGER SUB, INC.Agreement and Plan of Merger • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 18, 2022, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Company”). Buyer, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
December 18, 2022Letter Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
This letter (this “Letter Agreement”) is being delivered in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Company”), and hereby amends and restates in its entirety that certain letter, dated January 15, 2021 (the “Prior Letter Agreement”), by and among Buyer and the members of Buyer’s board of directors and/or management team as are party thereto (the “Insiders”). Certain capitalized terms used herein are defined in Section 5(d).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 18th day of December, 2022, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”).
LOCK-UP AGREEMENTLock-Up Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo • Delaware
This Lock-Up Agreement (this “Agreement”) is dated as of December 18, 2022 and is among Edify Acquisition Corp., a Delaware corporation (the “Public Entity”), and each of the stockholder parties identified on Exhibit A hereto each, a “Stockholder Party” and, together with any other persons who enter into a joinder to this Agreement, substantially in the form of Exhibit B hereto, with the Public Entity following the date hereof in order to become a Stockholder Party for purposes of this Agreement, collectively, the “Stockholder Parties”).
COMPANY VOTING AND SUPPORT AGREEMENTCompany Voting and Support Agreement • December 19th, 2022 • Unique Logistics International, Inc. • Arrangement of transportation of freight & cargo
THIS COMPANY VOTING AND SUPPORT AGREEMENT, dated as of December 18, 2022 (this “Company Support Agreement”), is entered into by and among Unique Logistics International, Inc., a Nevada corporation (the “Company”), Edify Acquisition Corp., a Delaware corporation (“Buyer”), and the stockholder named on the signature page hereto (the “Stockholder”).
