UNIQUE LOGISTICS INTERNATIONAL INC: Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, change of directors or principal officers, financial statements and supporting documents (form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At June 1, 2021, Unique International Logistics, Inc., a Nevada company (the “Company”), Unique Logistics Holdings, Inc., a Delaware company (“Holdings”), Unique Logistics International (NYC), LLC, a Delaware limited liability company (“New York”), Unique Logistics International (BOS), Inc., a
Massachusetts company (“Boston” and, together with the Company, Holdings and
new York, collectively, the “Seller”), has entered into a purchase, loan and revolving guarantee contract (the “TBK Contract”) dated June 1, 2021, with BANK TBK, SSB, a Texas State Savings Bank (“The Buyer”), for a facility under which the Buyer will, from time to time, purchase approved accounts receivable from the Seller. The TBK Agreement provides that the Seller has access to the lesser of (i) $ 30 million (“Maximum Facility”) and (ii) the amount of the formula (as defined in the TBK Agreement) at an interest rate of the highest prime rate (but in no case less than 3.25%) plus 3%.

Upon receipt of any advance, Seller has agreed to sell and assign all of its rights in the accounts receivable and all products thereof. The Seller has granted the Buyer a continuing right of ownership in the Accounts purchased under the Contract (the “Purchased Accounts”) and, guaranteed and as collateral security for all obligations (as defined below), the seller has given the buyer a continuing first priority security interest in all of the assets of the seller. Notwithstanding the creation of this security, the relationship of the parties to all accounts purchased is that of the buyer and the seller, not that of the lender and the borrower. “Obligations” means present and future monetary and non-monetary obligations arising out of or relating to or in connection with the TBK Agreement, whether arising therefrom or otherwise, and whether arising before, during or after the commencement of any event. bankruptcy in which the Seller is a debtor.

The facility is for an initial term of twenty-four (24) months (the “Term”) and may be extended or renewed, unless terminated in accordance with the TBK Agreement. Notwithstanding any termination of the TBK Agreement or the expiration or termination of the Term, the responsibilities and obligations of Seller hereunder and the security granted to Buyer hereunder shall remain in full force until ” that (a) full payment in cash to the Buyer of all obligations under terms and conditions acceptable to the Buyer, and (b) receipt by the Buyer of a general release signed by the Seller and delivered to the Buyer. The Buyer may terminate the TBK Contract by giving the Seller at least thirty (30) days written notice of termination, after which the TBK Contract will terminate on the earliest date of the termination date or at the end of the Term. then in progress.

The TBK Agreement replaces the Company’s prior agreement with Corefund Capital, LLC (“Core”) concluded on May 29, 2020, whereby Core has agreed to purchase from the Company up to a total of $ 25,000,000 accounts receivable (the “Base Facility”). The Basic Facility provided Core with collateral on the accounts purchased until the accounts were redeemed by the Company or paid by the client. From June 1, 2021, the basic facility was terminated along with all collateral granted to Core and replaced by the TBK agreement.

The above summary of the TBK Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the TBK Agreement, a copy of which is attached as Exhibit 10.1, and is incorporated into present by reference.

Amendments to Note 3a and Trillium Note

As the Company previously reported, the October 8, 2020, the Company has entered into this share purchase agreement (the “SPA Trillium”) with
Trillium LP Partners (“Trillium”) pursuant to which the Company sold to Trillium a convertible subordinated promissory note guaranteed at 10% in the aggregate principal amount of $ 1,111,000 (the “Trillium Ticket”). From October 14, 2020, the Company entered into this securities purchase agreement (the “3a SPA”) with 3a Capital Establishment (“3a” and with Trillium, the “Investors” under which the Company sold to 3a a subordinated convertible promissory note guaranteed at 10% noted in the principal total amount of $ 1,111,000 (the “Note 3a”). The Trillium Note and the 3a Note were due to expire on October 6, 2021.

As the Company previously reported, the January 28, 2021, the Company entered into this securities purchase agreement with the investors pursuant to which the Company sold to each of the investors a convertible subordinated promissory note guaranteed at 10% of a total principal amount of $ 916,666 or $ 1,833,333 in total (each one “Ticket” and together the “Tickets”) generating gross proceeds of $ 1,666,666. The notes were due to expire on January 28, 2022.

At June 1, 2021, the Company and the investors have extended the maturity dates of the Trillium Note and the 3a Note to October 6, 2022, and the maturity dates of the notes at January 28, 2023.

The foregoing descriptions of the terms of the modifications to the Trillium Note and the 3a Note are qualified in their entirety by the full text of those modifications, copies of which are attached as Exhibits 4.1 and 4.2, respectively.

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Amendment to the employment contract of Sunandan ray

At May 29, 2021, the Company and Sunandan ray, has entered into an amendment to an existing employment contract (the “Amendment”). May 29, 2020.

The purpose of the amendment was to amend section 3.03 of Ray’s employment contract to clarify that any bonus under the performance measures contained therein would be calculated at the end of the company’s fiscal year. As the Society recently adopted May 31st at the end of its fiscal year, the change was deemed necessary. No other condition of the Ray employment contract has been changed and the contract remains in full force.

The foregoing description of the terms of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Exhibit 10.2.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in section 1.01 hereof, with the exception of the information relating to the Amendment to the employment contract of Sunandan ray, is incorporated herein by reference.

Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain managers

The information contained in section 1.01 hereof relates to the Amendment to the employment contract of Sunandan ray, is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.



Exhibit No.       Description
Exhibit   4.1     Amendment to Secured Subordinated Convertible Promissory Notes
                  of Trillium Partners L.P. dated June 1, 2021

Exhibit   4.2     Amendment to Secured Subordinated Convertible Promissory Notes
                  of 3a Capital Establishment dated June 1, 2021

Exhibit           Revolving Purchase, Loan and Security Agreement dated June 1,
  10.1            2021

Exhibit           Amendment to Employment Agreement of Sunandan Ray
  10.2

* Exhibitions and / or schedules have been omitted. The Company hereby undertakes to provide the SECOND on request any information omitted.

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