SCHEDULES

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of this 28th day of April 2022, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”).

WHEREAS, Buyer desires to purchase, directly or, in Buyer’s sole discretion, through an affiliate of Buyer (a “Buyer Affiliate”, and together with Buyer, the “Buyer”) from ULHL, and ULHL desires to sell to the Buyer ULHL’s stockholdings in the form of shares of common stock (the “Purchased Shares”) in ULHL’s subsidiaries (the “ULHL Subsidiaries”) as set forth on Schedule I of this Agreement, free and clear of Encumbrances (as defined below) (the “Transaction”), pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

Article I. DEFINED TERMS

Section 1.01 Defined Terms. For purposes of this Agreement:

“Across Shenzhen” means Across Logistics (Shenzhen) Limited, a corporation formed under the laws of the People’s Republic of China.

“Additional Purchase Price Adjustment” has the meaning ascribed to it in ARTICLE III.

“Adjusted HK Assets” has the meaning ascribed to it in ARTICLE III.

“Adjusted Net Assets” means stockholders’ equity less net book value of fixed assets less intangible assets and goodwill, in total, for the ULHL Subsidiaries.

“Adjusted Net Asset Amount” has the meaning ascribed to it in ARTICLE III.

“Adjusted Net Asset Maximum” has the meaning ascribed to it in ARTICLE III.

“Adjusted Shenzhen Assets” has the meaning ascribed to it in ARTICLE III.

“Adjustment Time” means 11:59 p.m. on December 31, 2021.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any general partner, limited partner, member, officer, director or manager of such Person. For purposes of this definition, the terms “controls,” “controlled by,” or “under common control with” means the possession, direct or indirect, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).

“Agreement” has the meaning ascribed to it in the introduction paragraph.

“Agreement Date” means such date this Agreement has been made and entered into by the parties.

“Allocated Amounts” has the meaning ascribed to it in ARTICLE III.

“Applicable Benefit Laws” means all Laws, including those of a jurisdiction outside of the United States, applicable to any Employee Plan.

“Audited Deficit Amount” has the meaning ascribed to it in ARTICLE III.

“Audited Excess Amount” has the meaning ascribed to it in ARTICLE III.

“Audited Financials” has the meaning ascribed to it in ARTICLE III.

“Business Day” means a weekday on which banks are open for general banking business in New York, New York and Hong Kong.

“Buyer Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

“Cash” means the aggregate of all cash and cash equivalents, including bank deposits, investment accounts, certificates of deposit, marketable securities, short-term deposits and other similar cash items of the ULHL Subsidiaries as of the Adjustment Time, calculated in accordance with U.S. GAAP or IFRS, as applicable.

“China Wealth” means China Wealth Logistics Limited, a company incorporated under the laws of Hong Kong.

“Closing” means the consummation of the purchase and sale of the Purchased Shares, as set forth in Section 4.01 of this Agreement.

“Closing Date” means the date on which the Closing occurs.

“Closing Reference Date” means the last day of the month immediately preceding the Closing Date.

“Confidential Information” means any confidential or proprietary property, knowledge or information of the ULHL Subsidiaries or concerning any of its business, assets or financial condition, other than information that (i) becomes publicly known, except through a breach of this Agreement by such party to it; (ii) is required to be disclosed by a party to this Agreement to comply with the Law, but only to the extent so required (and, in any such event, the party hereto shall, to the extent permitted by Law, give the other parties prior notice of any such disclosure); (iii) is disclosed by such party hereto to his or her attorneys and financial advisors who are subject to a duty to maintain the confidentiality of such Confidential Information (provided that the party shall be liable for any authorized disclosure of the Confidential Information by his or her attorneys and financial advisors); and (iv) is disclosed by or on behalf of such party in connection with the exercise or enforcement of rights or performance of obligations under this Agreement.

“Constituent Document” means articles or certificate of incorporation, bylaws or other constitutive documents.

“Contract” means any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, warranty, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, whether express or implied.

“Direct Claim” has the meaning ascribed to it in ARTICLE XI.

“Disclosure Schedule” means the disclosure schedule (dated as of the date of the Supplemental Agreement) delivered to the Buyer on behalf of ULHL on the date of the Supplemental Agreement. The representations and warranties contained in ARTICLE V and ARTICLE VI of this Agreement and the Supplemental Agreements are subject to the qualifications and exceptions set forth in the Disclosure Schedule.

“EBITDA” means the net income before interest, income taxes, depreciation and amortization, determined in a manner consistent with either IFRS or U.S. GAAP, as applicable.

“EBITDA Statement” has the meaning ascribed to in ARTICLE III.

“Employee” means each of the employees of each of the ULHL Subsidiaries.

“Earn-Out Payments” as defined ARTICLE III.

“Employee Plan” means any employee benefit plan including: (i) any (a) nonqualified deferred compensation or retirement plan or arrangement or superannuation plan; (b) qualified defined contribution retirement plan or arrangement; or (c) qualified defined benefit retirement plan or arrangement, which is an “employee pension benefit plan”; (ii) any “employee welfare benefit plan” or material fringe benefit plan or program; or (iii) any stock purchase, stock option, profit sharing, deferred compensation, welfare, pension, retirement, severance pay, employment, change-in-control, vacation pay, equity awards, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, life insurance, or other employee benefit plan, contract, program, policy or other arrangement.

“Encumbrance” means any encumbrances, mortgage, deed of trust, other deeds to secure debt, pledge, security interest, claim, easement, lien, charge, option, restriction on transfer, conditional sale or other title retention agreement, covenants, licenses, easements, rights of way, defect in title or other encumbrances or restrictions of any nature whatsoever.

“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

“Escrow Agent” means Lucosky Brookman LLP.

“Escrow Agreement” means such escrow agreement to be entered into by and among the Buyer, ULHL and the Escrow Agent.

“Estimated Profit” means the estimated profit after tax of each ULHL Subsidiary for the period beginning on January 1, 2022 and ending on the Closing Reference Date.

“Excess Amount” means, for the purpose of Section 3.02(f), (1) in a case where the amount of the Purchase Price Adjustment calculated by ULHL under Section 3.02(d) minus the Purchase Price Adjustment determined pursuant to section 3.02(f)(i) is a positive number, such difference in amount, or (2) in a case where the amount of Additional Purchase Price Adjustment calculated by ULHL under Section 3.02(e) minus the Additional Purchase Price Adjustment determined pursuant to section 3.02(f)(i) is a positive number, such difference in amount.

“Excess Asset Amount” has the meaning ascribed to it in ARTICLE III.

“Expiration Date” means December 31, 2022.

“Exploit” means develop, design, test, modify, make, use, sell, have made, used and sold, import, reproduce, market, distribute, commercialize, support, maintain, correct and create derivative works of.

“Final Purchase Price” means the Initial Purchase Price after adjusted by the Purchase Price Adjustment and the Additional Purchase Price Adjustment.

“Financing Condition” has the meaning ascribed to it in ARTICLE III.

“Fundamental Representations” means each of the representations and warranties contained in (i) Section 5.01 (Capitalization) and Section 5.02 (Authority; No Conflict; Required Filings and Consents) of this Agreement, and (ii) paragraph 1.1, paragraph 1.10 (Financial Statements; Books and Records), paragraph 1.11 (No Undisclosed Liabilities; Indebtedness), paragraph 1.12 (No Material Adverse Effect), paragraph 1.13 (Absence of Certain Changes or Events), paragraph 1.18 (Agreements), paragraph 1.29 (Related Party Transactions) and paragraph 1.30 (Customers and Suppliers) of Schedule 1 to each of the Supplemental Agreements.

“Governmental Authorization” means any (a) approval, permit, license, certificate, certificate of approval, franchise, permission, clearance, registration, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law, or (b) right under any Contract with any Governmental Body.

“Governmental Body” means any domestic or foreign multinational, federal, state, provincial, municipal or local government (or any political subdivision thereof) or any domestic or foreign governmental, regulatory or administrative authority or any department, commission, board, agency, court, tribunal, judicial body or instrumentality thereof, or any other body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature (including any arbitral body).

“IFRS” means the International Financial Reporting Standards.

“Indebtedness” means, without duplication, the aggregate of the following: (a) all obligations for borrowed money (including the current portion thereof and all sums due on early termination and repayment or redemption calculated to the Closing Date), whether or not contingent, or issued or incurred in substitution or exchange for any such liability for borrowed money, or extensions of credit (including under credit cards, bank overdraw and advances), (b) all obligations evidenced by bonds, debentures, notes or other similar instruments (and including all sums due on early termination and repayment or redemption calculated to the Closing Date), (c) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business consistent with past practice, (d) all obligations as lessee under leases that have been or should be, in accordance with IFRS or consistent with the Local Accounting Rules used, recorded as capital leases in respect of which any of the ULHL Subsidiaries is liable as a lessee, (e) all obligations of others secured by a Lien on any asset of the applicable of the ULHL Subsidiaries (including accounts and contract rights), whether or not such obligations are assumed, (f) all obligations, contingent or otherwise, directly or indirectly guaranteeing any obligations of any other Person, all obligations to reimburse the issuer in respect of letters of credit or under performance or surety bonds, or other similar obligations; all obligations under which the applicable of the ULHL Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire the liability of any other Person or in respect of which the applicable of the ULHL Subsidiaries has otherwise assured a creditor against loss, (g) all obligations in respect of bankers’ acceptances, note purchases or similar facilities and under reverse repurchase agreements, (h) all obligations in respect of futures contracts, other financial contracts and other similar obligations (determined on a net basis as if such contract or obligation was being terminated early on such date), (i) the amount of any termination payments in connection with the payment in full of any obligations for borrowed money, (j) accrued employment obligations, including without limitation, accrued salary, accrued vacation and accrued bonuses, (k) deferred revenue, (l) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by the applicable of the ULHL Subsidiaries (even though the rights and remedies of ULHL or lender under such agreement in the event of default are limited to repossession or sale of such property), (m) all obligations to purchase, redeem, retire or otherwise acquire for value any ownership interests or capital stock of the applicable of the ULHL Subsidiaries or any rights to acquire any ownership interests or capital stock of the applicable of the ULHL Subsidiaries, valued, in the case of redeemable ownership interests or capital stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (n) any obligations under any interest rate, foreign exchange, currency, commodity, credit or equity swap, cap, collar, floor, option, forward or other hedging agreement or derivative contract, net of any obligations to the applicable of the ULHL Subsidiaries thereunder, and (o) amounts due to the Buyer or its subsidiaries and other. For purposes of this Agreement, “Indebtedness” includes (i) any and all accrued interest, fees, change of control payments, prepayment premiums, make whole premiums or penalties and fees or expenses actually incurred (including attorneys’ fees) associated with the repayment of any Indebtedness, and (ii) any and all amounts of the nature described in clauses (a) through (o) above owed by the applicable of the ULHL Subsidiaries to any of its Affiliates, including any of the stockholders of the ULHL Subsidiaries.

“Initial Purchase Price” has the meaning ascribed to it in ARTICLE III.

“Intellectual Property Rights” means all (a) foreign and domestic patents, patent applications, patent disclosures and inventions, (b) Internet domain names, trademarks, service marks, trade dress, trade names, logos and corporate identity of the applicable of the ULHL Subsidiaries names (both foreign and domestic) and registrations and applications for registration thereof together with all of the goodwill associated therewith, (c) copyrights (registered or unregistered) and copyrightable works (both foreign and domestic) and registrations and applications for registration thereof, (d) mask works and registrations and applications for registration thereof, (e) computer software, data, data bases and documentation thereof, including rights to third party software used in the business, (f) trade secrets and other Confidential Information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information), (g) other intellectual property rights, and (h) copies and tangible embodiments thereof (in whatever form or medium).

“Labor Laws” means all Laws governing or concerning labor relations, unions and collective bargaining, conditions of employment, termination of employment, employee classification, background checks, employment discrimination and harassment, wages, hours, meal and rest periods, accrual and payment of vacation pay and paid time off, or occupational safety and health and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Body.

“Law” means any federal, national, state, provincial, territorial, local, municipal, foreign or international, multinational other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

“Leased Real Property” means the parcels of real property of which the applicable of the ULHL Subsidiaries is the lessee or sublessee (together with all fixtures and improvements thereon).

“Legal Proceeding” means any ongoing or threatened action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, order, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Lien” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature affecting property, real or personal, tangible or intangible, including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset, any lease in the nature thereof and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute of any jurisdiction).

“Local Accounting Rules” means the accounting rules used by the management of each ULHL Subsidiary; provided that ULHL has set forth the applicable accounting rules followed by the management of each ULHL Subsidiary, on Schedule IV.

“Material Adverse Effect” means any state of facts, change, event, effect, occurrence or circumstance that, individually or in the aggregate (considered together with all other state of facts, change, event, effect, occurrence or circumstance) has, has had or could reasonably be expected to have or give rise to a material adverse effect on (a) the business, condition (financial or otherwise), results of operations, prospects, capitalization, assets, liabilities, operations or financial performance of each of the ULHL Subsidiaries, (b) the ability of ULHL to consummate the transactions contemplated by this Agreement or to perform any of its obligations under this Agreement prior to the Termination Date, or (c) the Buyer’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the shares in each of the ULHL Subsidiaries.

“Neutral Accounting Firm” means an independent accounting firm of nationally recognized standing in the U.S. that is not at the time it is to be engaged hereunder rendering services to either party hereto.

“Notice of Claim” has the meaning ascribed to it in ARTICLE XI.

“OFAC” means the Office of Foreign Assets Control of the United States Treasury Department.

“Permitted Lien” means any (a) Lien for Taxes not yet due and payable, (b) Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet delinquent, and (c) in the case of real property, zoning, building, occupancy or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use of or occupancy of the affected parcel by the applicable of the ULHL Subsidiaries, (ii) have more than an immaterial effect on the value thereof or its use, or (iii) would impair the ability of such parcel to be sold for its present use.

“Person” means any individual, Entity, trust, Governmental Body or other organization.

“Pre-Closing Period” means the period between the date of this Agreement and the Closing Date.

“Remaining Stockholders” means third-party stockholders of the ULHL Subsidiaries.

“Representatives” means, with respect to a Person, the officers, directors, employees, agents, attorneys, accountants, advisors and representatives of such Person.

“Shortfall Amount” means, for the purpose of Section 3.02(f), (1) in a case where the Purchase Price Adjustment determined pursuant to section 3.02(f)(i) minus the amount of Purchase Price Adjustment calculated by ULHL under Section 3.02(d) is a positive number, such difference in amount, or (2) in a case where the Additional Purchase Price Adjustment determined pursuant to section 3.02(f)(i) minus the amount of Additional Purchase Price Adjustment calculated by ULHL under Section 3.02(e) is a positive number, such difference in amount.

“Statutory Books” means a register of transfers, register of members, register of allotments, register of directors, register of secretaries, register of charges and a register of persons with significant control with respect to Unique UK.

“Stockholder Approval” means the applicable stockholder approval to effectuate the transactions contemplated therein.

“Supplemental Agreement” means those certain Supplemental Agreements to be entered into by and between the parties hereto for each of the ULHL Subsidiaries.

“Tax” means any tax (including income, gross receipts, windfall profit, occupation, license, registration, production, intangibles, inventory and merchandise, commercial activities, capital gains, capital stock, capital structure, transfer, value-added, franchise, excise, payroll, employment, severance, social security, unemployment, disability, workers’ compensation, environmental, ad valorem, alternative, minimum, add-on, escheat or unclaimed property, sales, use, real and personal property, estimated, stamp, recording, withholding and other taxes), fee, impost, levy, assessment, tariff, duty (including any customs duty) or deficiency, and any other related charge or amount of any kind whatsoever (including any fine, penalty, interest, or addition to tax), whether payable directly or by withholding and whether or not disputed, and any liability for any of the foregoing pursuant to Treas. Reg. §1-1502-6 (or any similar provision of state, local or foreign tax legal requirements), as transferee or successor, by contract or otherwise, imposed, assessed, or collected by or under the authority of any Governmental Body or payable pursuant to any tax-sharing agreement or any other Contract relating to the sharing or payment of any such tax, fee, impost, levy, assessment, tariff, duty or deficiency.

“Tax Returns” means any and all reports, returns, or declarations relating to Taxes filed or required to be filed with any Governmental Body, including any schedule or attachment thereto, including any amendment thereof.

“Termination Date” means the date prior to the Closing on which this Agreement is terminated in accordance with ARTICLE X.

“Transaction” has the meaning ascribed to it in the recitals to this Agreement.

“Treasury Regulations” means the temporary and final income Tax regulations promulgated under the Code.

“ULHL Adjusted Net Asset Amount” has the meaning ascribed to it in ARTICLE III.

“ULHL Adjusted Net Asset Statement” has the meaning ascribed to it in ARTICLE III.

“ULHL Closing Calculation” has the meaning ascribed to it in ARTICLE III.

“ULHL Estimated Profit” has the meaning ascribed to it in ARTICLE III.

“ULHL Estimated Profit Statement” has the meaning ascribed to it in ARTICLE III.

“ULHL Subsidiaries” means each of the subsidiaries of the ULHL listed on Schedule I.

“Unique HK” means Unique Logistics International (H.K.) Limited, a Hong Kong corporation.

“Unique India” means Unique Logistics International (India) Private Ltd., an Indian corporation.

“Unique Shenzhen” means Shenzhen Unique Logistics International Limited, a corporation formed under the laws of the People’s Republic of China.

“Unique Taiwan” means Unique Logistics International Co., Ltd., a corporation formed under the laws of the Republic of China.

“Unique Taiwan Escrow Amount” has the meaning set forth in Section 3.01.

“Unique UK” means TGF Unique Limited, a corporation formed under the laws of the England and Wales.

“Unique Vietnam” means Unique Logistics International (Vietnam) Co. Ltd., a Vietnam corporation.

“Unique Vietnam Escrow Amount” has the meaning set forth in Section 3.01.

“Uniquorn” means Uniquorn International Logistics Co., Ltd., a corporation formed under the laws of the People’s Republic of China.

“U.S. GAAP” means U.S. generally accepted accounting principles.

Article II. PURCHASE AND SALE

Section 2.01 Purchase and Sale of Stock. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, ULHL shall sell, assign, convey, transfer and deliver to Buyer or (in the Buyer’s sole discretion) a Buyer Affiliate, and Buyer or (in the Buyer’s sole discretion) a Buyer Affiliate shall, by Buyer’s payment of the Initial Purchase Price, subject to the Purchase Price Adjustment pursuant to Section 3.02(d) and the Additional Purchase Price Adjustment pursuant to Section 3.02(e), purchase and acquire from ULHL (subject to any stamping, registration or approval required post-Closing, if required under local Law), ULHL’s right, title and interest, free and clear of all Encumbrances in and to all of the Purchased Shares as set forth on Schedule I hereto.

Article III. PURCHASE PRICE; PURCHASE PRICE ADJUSTMENTS; EARN-OUT; ESCROW

Section 3.01 Purchase Price. In consideration for the Purchased Shares, and subject to the terms and conditions of this Agreement, at the Closing, the Buyer, or (in the Buyer’s sole discretion) a Buyer Affiliate, shall pay to ULHL (in the manner described in the next sentence) an aggregate sum equal to $22,000,000 (the “Initial Purchase Price”), subject to the Purchase Price Adjustment pursuant to Section 3.02(d) and the Additional Purchase Price Adjustment pursuant to Section 3.02(e), which shall consist of: (a) a payment by the Buyer of $21,000,000 at the Closing allocated as set forth on Schedule I (the “Cash Payment”); provided, that, the Buyer shall deposit an amount equal to the portion of the Initial Purchase Price allocated to Unique Vietnam (the “Unique Vietnam Escrow Amount”) and Unique Taiwan (the “Unique Taiwan Escrow Amount”) on Schedule I to an account designated by the Escrow Agent (the “Escrow Account”) pursuant to Section 3.07; and (b) a promissory note in the amount of $1,000,000, carrying zero interest for a period of 24 months after the Closing, which shall be held by the Buyer until the full satisfaction of ULHL’s and ULHL Subsidiaries’ material obligations pursuant to this Agreement, and shall be paid, in full or in part, as set forth in Section 3.06 below (the “Seller Note”). ULHL shall also be entitled to earn Earn-out Payments as determined pursuant to Section 3.03 payable to the ULHL after the Closing.

Section 3.02 Purchase Price Adjustments.

For the purposes of Sections 3.02(e)(i) and (ii), “financial statements of the ULHL Subsidiaries available as at the Closing Date” shall mean the audited financial statements of the applicable ULHL Subsidiaries, provided, however, where the audited financial statements are not available because the Adjustment Time does not fall on the financial year end of the relevant ULHL Subsidiary, it shall mean the management accounts of the relevant ULHL Subsidiary as at the Adjustment Time certified by Mr. Patrick Lee or another director designated by ULHL to be true, prepared in good faith based on the available audited financials, books and records and other available information.

Section 3.03 Earn-Out Payments.

Section 3.04 Deferred Profit Share Distribution.

Section 3.05 Financing Contingency. The transactions contemplated by this Agreement shall be contingent upon and subject to successful completion of the Buyer’s anticipated public offering, resulting in gross proceeds to the Buyer of at least $40,000,000 (the “Financing”) by or before December 31, 2022 (the “Financing Condition”). If the Buyer is unable to obtain the Financing, the Buyer may provide written notice to ULHL stating that the Buyer has been unable to obtain the Financing and notify ULHL that the Buyer has elected to either (i) waive the Financing Condition as set forth in this Section 3.05, in which event this Agreement will continue as if the Financing had been obtained or (ii) terminate this Agreement. In the event the contemplated financing is frustrated due to reasons outside of the Buyer’s control and through no fault of the Buyer, then Buyer may elect to terminate this Agreement and the Buyer and ULHL shall be released from all further obligations under this Agreement (except those in relation to confidentiality obligations) or the Buyer may elect to proceed to Closing.

Section 3.06 Seller Note. At Closing, the Buyer shall execute the Seller Note in the aggregate principal amount of $1,000,000, bearing no interest, made payable to ULHL, with 100% of the principal payable no later than the date on which is the second (2nd) anniversary of the Closing Date, upon full satisfaction, in Buyer’s reasonable discretion, of ULHL’s material representations, warranties, covenants and conditions under this Agreement. For the avoidance of doubt, the Seller Note shall be due and payable only upon determination by the Buyer, in the Buyer’s reasonable discretion, that ULHL has fully satisfied or received a waiver of all of their material obligations under this Agreement. In the event that the Buyer determined that ULHL satisfied all of their material obligations under this Agreement, immediately following such aforementioned determination by the Buyer, the Buyer shall pay the principal amount of the Seller Note, subject to any adjustment pursuant to Section 3.02 in cash, by wire transfer of immediately available funds to one or more accounts designated by ULHL.

Section 3.07 Escrow Amounts.

Article IV. THE CLOSING

Section 4.01 Time and Place of the Closing. Upon the terms and subject to the satisfaction of the conditions contained in Article VIII and Article IX of this Agreement, the Closing of the sale of the Purchased Shares contemplated by this Agreement (the “Closing”) shall take place remotely at 10:00 A.M. (New York time) no later than the second Business Day following the date on which the conditions set forth in Article VIII and Article IX have been satisfied (other than the conditions with respect to actions the respective parties hereto will take at the Closing itself) or, to the extent permitted, waived by the applicable party in writing, or at such other place and time as the Buyer and ULHL may mutually agree. The date and time at which the Closing actually occurs is herein referred to as the “Closing Date.”

Section 4.02 Deliveries by ULHL. At or prior to the Closing, ULHL shall deliver the following to the Escrow Agent (which shall be released to the Buyer only upon confirmation of the payment of the Initial Purchase Price to ULHL):

Section 4.03 Deliveries by the Buyer. At or prior to the Closing, the Buyer shall deliver the following to the ULHL:

Article V. REPRESENTATIONS AND WARRANTIES OF ULHL

ULHL represents and warrants to the Buyer, as of the date of this Agreement and as of the Closing Date, as set forth below.

Section 5.01 Capitalization.

Section 5.02 Authority; No Conflict; Required Filings and Consents.

Section 5.03 Brokerage and Transaction Bonuses. There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement binding upon ULHL. ULHL’s stockholders shall pay, and hold the Buyer and its Affiliates harmless against, any liability, loss or expense (including reasonable attorneys’ fees and out of pocket expenses) arising in connection with any such claim, brokerage commission, finders’ fee or special bonus or other similar compensation.

Section 5.04 Purchased Share Certificates. All of the information contained in the shares certificates representing the Purchased Shares will be complete and accurate immediately prior to the Closing.

Article VI. REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to ULHL, as of the date of this Agreement and as of the Closing Date, as set forth below.

Section 6.01 Organization and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite and necessary power and authority to own, lease, use and operate its properties and assets and to carry on and conduct its business as now being conducted and as proposed to be conducted as of the Closing Date. The Buyer has full corporate power and authority to do and perform all acts and things to be done by it under this Agreement.

Section 6.02 Authority; No Conflict; Required Filings and Consents.

Article VII. CERTAIN COVENANTS AND AGREEMENTS

Section 7.01 [Intentionally Omitted.]

Section 7.02 Public Announcements. During the Pre-Closing Period, ULHL shall not (and ULHL shall not permit any of its Representatives or any ULHL Subsidiaries to) issue any press release or make any public statement regarding this Agreement or any of the transactions contemplated by this Agreement without the Buyer’s prior written consent (which shall not be unreasonably withheld); provided, that without the prior written consent of the Buyer (which shall not be unreasonably withheld), ULHL shall not at any time disclose to any Person the fact that this Agreement has been entered into or any of the terms of this Agreement other than to the ULHL Subsidiaries or Representatives of ULHL or the ULHL Subsidiaries, such parties’ advisors who each of the ULHL Subsidiaries or ULHL, as applicable, reasonably determines needs to know such information for the purpose of advising each of the ULHL Subsidiaries or ULHL with respect to the matters set forth herein, it being understood that such advisor will be informed of the confidential nature of this Agreement and the terms of this Agreement and will be directed to treat such information as confidential in accordance with the terms of this Agreement. During the Pre-Closing Period, in connection with any press release or other public statement or disclosure regarding this Agreement or any of the transactions contemplated by this Agreement to be issued by the Buyer, the Buyer shall consult in good faith with ULHL with respect to the form and substance of such release or other statement or disclosure and shall consider reasonable changes requested by each of the ULHL Subsidiaries or ULHL prior to release of the statement or disclosure.

Section 7.03 Best Efforts; Further Assurances; Cooperation. Subject to the other provisions of this Agreement, each party shall use its best, good faith efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the transactions contemplated by this Agreement to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms of this Agreement, and shall cooperate fully with each other party and its Representatives in connection with any step required to be taken as a part of its obligations under this Agreement, including the following:

Section 7.04 Tax Matters.

Section 7.05 Cooperation with Financial Reporting. ULHL shall cooperate with the ULHL Subsidiaries to the extent reasonably requested by the Buyer after the Closing, in connection with the preparation and auditing of financials for each of the ULHL Subsidiaries in respect of the period prior to the Closing. ULHL and the Buyer shall procure that the ULHL Subsidiaries shall provide all of the financial records and supporting documentation of each of the ULHL Subsidiaries within 10 days following the Closing and shall make employees or agents available on a mutually convenient basis to provide additional information and explanation of any information provided under this Section 7.05.

Section 7.06 Release. In consideration for the Purchase Price, and by executing this Agreement, as of and following the Closing Date, ULHL, voluntarily and unconditionally releases, forever discharges, and covenants not to sue the Buyer or any other Affiliates from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that ULHL has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date. ULHL acknowledges that any claims it may have against the Buyer or its Affiliates are fully settled and compromised by this Agreement. ULHL acknowledges that it may discover facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this release, but that it is ULHL’s intention to fully and finally settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to subsequent discovery or existence of such additional or different facts. ULHL acknowledges that the release of unknown claims was separately bargained for, constitutes separate consideration for, and was a material inducement and was relied upon by the Buyer in entering into this Agreement. As of and following the Closing Date, the Buyer, voluntarily and unconditionally releases, forever discharges, and covenants not to sue ULHL or any other Affiliates from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such stockholder has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date. Neither shall the Buyer procure any third party to bring any of the aforementioned claims or other actions. The Buyer acknowledges that any claims it may have against ULHL or its Affiliates are fully settled and compromised by this Agreement. The Buyer acknowledges that it may discover facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this release, but that it is the Buyer’s intention to fully and finally settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to subsequent discovery or existence of such additional or different facts. The Buyer acknowledges that the release of unknown claims was separately bargained for, constitutes separate consideration for, and was a material inducement and was relied upon by ULHL in entering into this Agreement. For the avoidance of doubt, this Section 7.06 does not release either party from any claim (i) in relation to breach of this Agreement or any Supplemental Agreement, (ii) that is unrelated to the ULHL Subsidiaries or (iii) that arises in the ordinary course of business.

Section 7.07 Resignation of Officers and Directors. At the request of the Buyer, ULHL shall cause, and obtain and deliver to the Buyer, at or prior to the Closing, the written resignation (in form and substance reasonably satisfactory to the Buyer) of each officer and director set forth on Schedule V from such officer’s and director’s corporate offices, including such person’s employment. Each such resignation shall include a separation and release letter, substantially in the form of Exhibit A, dated as of the Closing Date, by the resigning party.

Section 7.08 Non-Solicitation; Non-Compete.

Section 7.09 Consent to Manage. Notwithstanding anything herein, the Buyer hereby expressly and irrevocably consents to ULHL (and its affiliates, management or officers) to directly or indirectly, own, manage, control or participate in the ownership, management or control of, or be related or otherwise affiliated in any manner with, any existing business of the entities set forth on Schedule VI; provided, that the Buyer shall assess the time commitment required by such employees of the ULHL Subsidiaries to provide such management or other such services to the entities set forth on Schedule VI in order to set a management fee to ULHL for such employees’ time and expense to be mutually agreed between ULHL and the Buyer.

Section 7.10 [Intentionally Omitted.]

Section 7.11 License. Prior to the Closing, ULHL agrees that it shall assign, or shall cause to be assigned, the Cargowise license agreement, all rights thereunder, and such data related thereto to the Buyer. The Buyer agrees to use its best efforts to procure that Unique HK will license to any of the entities owned, controlled or managed by ULHL outside of the U.S. or any of the jurisdictions of entities that are being sold to the Buyer, the Cargowise system, initially at the rate that is similar to the rates that are currently being charged to users of Cargowise.

Section 7.12 Insurance. The insurance that is being transferred via Unique HK is valid and binding, and the Buyer will allow other parties that are not a part of this purchase but are owned by ULHL, to access the policy for the duration of such policy, as allowed by the insurance policy (the “Insurance Policies”). Prior to the expiration of such insurance policies, the Buyer and ULHL shall agree to use good faith efforts to obtain a new policy on similar terms thereto.

Section 7.13 Confidentiality. The Buyer undertakes to keep the Confidential Information confidential, and not to directly or indirectly (a) disclose or make available to any Person, provided, that, the Buyer may disclose or make available such Confidential Information to Buyer’s Representatives that Buyer, in Buyer’s reasonable discretion, who need to know such Confidential Information, and shall not use any Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by this Agreement; or (b) through any failure to exercise due care and diligence, cause any unauthorized disclosure of any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this Agreement.

Section 7.14 Excluded Interests; Retained Capital Stock. Notwithstanding anything to the contrary herein, the Parties agree that whilst Unique HK currently holds 50% of the beneficial interest over the shares of China Wealth and 100% of the equity interest in Unique Shenzhen, and Unique Shenzhen currently holds 100% of the equity interest of Across Shenzhen and 50% of the equity interest in Uniquorn, (a) all of the equity interest in China Wealth held by Unique HK, (b) 30% of the equity interest in Unique Shenzhen held by Unique HK, and (c) all of the equity interest held by Unique Shenzhen in each of Across Shenzhen and Uniquorn as set forth on Schedule VII hereto (collectively, the “Excluded Interests”) will be transferred to a Person or Person(s) nominated by ULHL prior, at or subsequent to the Closing. Each of Buyer and ULHL hereby agree to execute and cause to be delivered to each other Party to this Agreement such instruments and other documents, and shall take such other actions, as such other Party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing the transfer of the Excluded Entities. ULHL and the Buyer agree that they shall use their reasonable commercial efforts to procure Unique HK and Unique Shenzhen to pay to ULHL any purchase price received in respect of the transfer of the Excluded Interests. Other than in this Section 7.14 and except for the purpose of Section 3.02, all references to the ULHL Subsidiaries (including through any representations and warranties) in this Agreement shall be deemed to exclude such Excluded Interests.

Section 7.15 Shareholders’ Agreements. ULHL hereby agrees to execute and cause to be delivered to the Buyer (or any other relevant Person) any such instruments and other documents, and shall take any and all actions (or cause such actions to be taken), as the Buyer may reasonably request (prior to, at or after the Closing) for the purpose of replacing ULHL as a party to any shareholder agreement of any of the ULHL Subsidiaries.

Section 7.16 Liability Policies. ULHL hereby agrees to continue its current practice of recharging the ULHL Subsidiaries, as applicable, in accordance with its ordinary practices for its airfreight and sea freight liability policies until ULHL and the Buyer mutually agree to discontinue such practice.

Section 7.17 Due Diligence Period. The parties hereto acknowledge that the Buyer and its representatives, as of the date hereof, has not yet fully completed the legal diligence review of the ULHL Subsidiaries and additional requests have arose from the Buyer’s and its representatives’ review of the disclosure schedules to the Supplemental Agreements. ULHL hereby agrees that the Buyer and its representatives shall have the right to conduct, at their own expenses, additional due diligence review of the ULHL Subsidiaries in respect of issues identified by the Buyer to ULHL on or prior to the date of this Agreement and request any such documents in respect of issues identified by the Buyer to ULHL on or prior to the date of this Agreement that Buyer or its representatives deem reasonably necessary to complete its review, on or prior to 11:59 p.m., New York Time, on the date that is 30 days after the date hereof (the “Due Diligence Expiration Date”). ULHL further agrees to provide (or cause to be provided) responses to the Buyer’s or its representatives’ reasonable requests for additional documentation and/or information in order to complete its legal diligence review with the scope set out in this Section 7.17.

Section 7.18 UK Statutory Records. Subject always to Section 7.19, immediately following the execution of this Agreement, ULHL shall (i) take any and/or all of the following actions, as necessary, (at the sole expense of ULHL) and (ii) provide evidence of the same (in a form reasonably satisfactory to the Buyer) as soon as reasonably practicable following execution of this Agreement and in any event no later than the date which is 30 days after the Closing Date:

Section 7.19 Access to Information and Authority. For the purposes of Sections 7.18 and 11.03, the Buyer shall and shall procure that Unique UK shall:

Article VIII. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER

The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by the Buyer), at or prior to the Closing, of each of the following conditions:

Section 8.01 Accuracy of Representations. Each of the representations and warranties of ULHL in this Agreement that are qualified as to materiality shall be true and correct in all material respects, and each of the representations and warranties of ULHL contained in this Agreement that are not so qualified shall be true and correct in all respects, in each case as of the date of this Agreement and as of the Closing Date with the same force and effect as though made as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a specific date, in which case the accuracy of such representation and warranty shall be determined as of such date).

Section 8.02 Performance of Covenants. Each of the covenants and obligations set forth in this Agreement that ULHL is required to comply with or perform at or prior to the Closing shall have been complied with or performed in all material respects.

Section 8.03 ULHL’s Compliance Certificate. ULHL shall have delivered, or caused to be delivered, to the Buyer a certificate executed by the Chief Executive Officer or Chief Financial Officer of ULHL as to compliance with the conditions set forth in Section 8.01, Section 8.02, Section 8.09 and Section 8.14 (the “ULHL Compliance Certificate”).

Section 8.04 Consents. All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Person required in connection with the execution, delivery or performance of this Agreement by ULHL have been obtained by each of the ULHL Subsidiaries, as applicable, or made by or on behalf of the ULHL Subsidiaries, as applicable, and shall be in full force and effect, in each case in form and substance reasonably satisfactory to the Buyer. For the avoidance of doubt, this does not include any approval or consent required from any Governmental Body for the Buyer to become a shareholder of the relevant ULHL Subsidiary.

Section 8.05 Ancillary Agreements and Deliveries.

ULHL shall have delivered, or caused to be delivered, to the Buyer the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing:

Section 8.06 Release of Liens. ULHL shall have delivered, or caused to be delivered, to the Buyer evidence reasonably satisfactory to the Buyer that all Liens (other than Permitted Liens) affecting any of the Purchased Shares have been released.

Section 8.07 No Material Adverse Effect. There shall not have occurred Material Adverse Effect, and no event shall have occurred or circumstance exist that, in combination with any other events or circumstances, could reasonably be expected to have a Material Adverse Effect to any of the ULHL Subsidiaries.

Section 8.08 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Body, and there shall not be any Law enacted or deemed applicable to the transactions contemplated by this Agreement that makes the transactions contemplated by this Agreement illegal or unduly burdensome to the Buyer or would subject the Buyer or each of the ULHL Subsidiaries to sanctions if the transactions contemplated by this Agreement are consummated.

Section 8.09 No Litigation. There shall not be pending or threatened any Legal Proceeding by or before any Governmental Body or any other Person against the Buyer, or any of the ULHL Subsidiaries (a) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any agreement entered into in connection with this Agreement; (b) seeking to restrain or prohibit the Buyer’s direct or indirect ownership or operation of all or a significant portion of the business and assets of any of the ULHL Subsidiaries, or to compel the Buyer or any of its subsidiaries or Affiliates to dispose of or hold separate any significant portion of the business or assets of any of the ULHL Subsidiaries; (c) seeking to restrain or prohibit or make materially more costly the consummation of the transactions contemplated by this Agreement, or seeking to obtain from the Buyer or any of the ULHL Subsidiaries any damages in excess of $25,000; (d) seeking to impose limitations on the ability of the Buyer to acquire or hold, or exercise full rights of ownership of any of the ULHL Subsidiaries’ common stock; or (e) which otherwise could reasonably be expected to have Material Adverse Effect on any of the ULHL Subsidiaries.

Section 8.10 ULHL Subsidiaries’ Financial Statements. ULHL hereby covenants with and undertakes to the Buyer that it shall use its commercially reasonable efforts to cause each of the ULHL Subsidiaries’ independent registered public accounting firm to: deliver to the Buyer any consent that the Buyer is obligated to file with the SEC with respect to each of the ULHL Subsidiaries’ financial statements, and any quarterly financial statements and the reference to them as “experts” in any filing of the Buyer with the SEC that includes each of the ULHL Subsidiaries’ financial statements and any quarterly financial statements. ULHL hereby covenants with and undertakes to the Buyer that it shall use its reasonable efforts to cooperate with the Buyer to permit the Buyer to prepare and file, in compliance with SEC reporting requirements (Rule 3-05 Regulation S-X of the Exchange Act), a Current Report on Form 8-K with respect to the transactions contemplated by this Agreement. In addition, ULHL hereby covenants with and undertakes to the Buyer that it shall use its reasonable efforts to cooperate with the Buyer to provide the information necessary for the Buyer’s preparation of pro forma financial statements specified and described in Article 11 of Regulation S-X of the Exchange Act.

Section 8.11 [Intentionally Omitted.]

Section 8.12 ULHL’s Stockholder Approval. ULHL’s Stockholder Approval shall have been obtained prior to the Closing.

Section 8.13 Employment Agreements. On or prior to Closing, ULHL will deliver to the Buyer, and the Buyer shall have received, signed employment agreements of Messrs. (i) Patrick Lee and TT Wong, substantially in the form of Exhibit B-1 attached hereto, and Thomas Wong and Edmund Tam, substantially in the form of Exhibit B-2 attached hereto.

Section 8.14 Termination of Officers and Directors. On or prior to Closing, ULHL will deliver to the Buyer, and the Buyer shall have received, signed separation and release letter of those directors and officers as set forth on Schedule V hereto, substantially in the form of Exhibit A attached hereto.

Section 8.15 Financing Condition. On or prior to Closing, the Financing Condition shall be satisfied or be waived in accordance with Section 3.05.

Section 8.16 Cargowise License. On or prior to Closing, ULHL shall have, or shall have caused, the Cargowise license and such data related thereto to be assigned to Unique HK.

Article IX. CONDITIONS PRECEDENT TO OBLIGATIONS OF ULHL

The obligations of ULHL to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by ULHL), at or prior to the Closing, of the following conditions:

Section 9.01 Accuracy of Representations. Each of the representations and warranties of the Buyer contained in this Agreement that are qualified as to materiality shall be true and correct in all material respects, and each of the representations and warranties of the Buyer contained in this Agreement that are not so qualified shall be true and correct in all respects, in each case as of the date of this Agreement and as of the Closing Date with the same force and effect as though made as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a specific date, in which case the accuracy of such representation and warranty shall be determined as of such date).

Section 9.02 Performance of Covenants. Each of the covenants and obligations set forth in this Agreement that the Buyer is required to comply with or perform at or prior to the Closing shall have been complied with or performed in all material respects.

Section 9.03 Buyer Compliance Certificate. The Buyer shall have delivered, or caused to be delivered, to ULHL a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Buyer as to compliance with the conditions set forth in Section 9.01 and Section 9.02 (the “Buyer Compliance Certificate”).

Section 9.04 Ancillary Agreements and Deliveries. The Buyer shall have delivered, or caused to be delivered, to ULHL all other documents required to be entered into or delivered by the Buyer at or prior to the Closing pursuant to this Agreement, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing, including but not limited to: (a) a duly executed Supplemental Agreement with respect to each ULHL Subsidiary, by and between the Buyer and ULHL, and (b) the duly executed Escrow Agreement.

Section 9.05 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Body, and there shall not be any Law enacted or deemed applicable to the transactions contemplated by this Agreement that makes the transactions contemplated by this Agreement illegal or unduly burdensome to the Buyer or would subject the Buyer or ULHL to sanctions if the transactions contemplated by this Agreement are consummated.

Section 9.06 Consents. All consents approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Body shall have been obtained, except for such Vietnam Approvals provided in Section 3.07. All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Person required in connection with the execution, delivery or performance of this Agreement by the Buyer have been obtained, and shall be in full force and effect, in each case in form and substance reasonably satisfactory to ULHL.

Section 9.07 No Material Adverse Effect. There shall not have occurred a Buyer Material Adverse Effect.

Article X. TERMINATION

Section 10.01 Termination Events.

Article XI. INDEMNIFICATION

Section 11.01 Indemnification Obligations of ULHL. ULHL (for purposes of ARTICLE XI, the “Indemnifying Party”), shall indemnify the Buyer, the officers and directors of the Buyer, and its respective successors and assigns (other than Persons who were officers, directors, managers, employees, agents, partners, Representatives, successors and assigns of each of the ULHL Subsidiaries immediately prior to the Closing) (collectively, the “Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Indemnified Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses”), which any such Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, arising out of, relating or incidental to or by virtue of:

Section 11.02 Indemnification Procedure.

Section 11.03 UK Statutory Indemnity. Subject to Section 7.19, without prejudice to any and all other rights and remedies of the Buyer, ULHL undertakes to the Buyer that it shall pay to the Buyer an amount equal to the amount of all losses relating to all liabilities (including, without limitation tax liabilities), debts, demands, damages, costs and expenses incurred by, or made or brought against, the Buyer, any subsidiary of the Buyer and/or TGF Unique Limited (“Unique UK”) as a result of, or in connection with, (i) any failure of Unique UK (or its officers from time to time) to maintain Statutory Books in accordance with applicable law and/or (ii) any failure of Unique UK (or its officers from time to time) to maintain complete and accurate Statutory Books (and including in respect of any legal and/or administrative error, discrepancy or inaccuracy in respect thereof), and/or (iii) any notice, allegation, claim or proceedings that the Statutory Books of Unique UK are incorrect, incomplete or should be rectified and/or (iv) any failure of Unique UK (or its officers from time to time) to deliver to the Registrar of Companies all filings required to be made with the Registrar of Companies in accordance with applicable legal requirements and/or any error, discrepancy or inaccuracy in respect of any such filings.

Section 11.04 Survival Period. The representations, warranties and covenants made by ULHL in this Agreement and the Supplemental Agreement shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, 24 months following the Closing Date; provided, however, that each of the Fundamental Representations shall survive for 7 years, and the period during which a claim for indemnification may be asserted in connection therewith shall continue up to 7 years after the date of this Agreement. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted under this ARTICLE XI, the Indemnifying Party shall have been properly notified of a claim for indemnity under this ARTICLE XI and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE XI until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. All representations, warranties and covenants made by the Buyer shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this ARTICLE XI, the covenants and agreements of the parties pursuant to this ARTICLE XI shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, subject to applicable statutes of limitations.

Section 11.05 Investigations. The respective representations and warranties of the parties contained in this Agreement or any certificate or other document delivered by any party at or prior to the Closing and the rights to indemnification set forth in this ARTICLE XI shall be subject to any investigation made, or knowledge acquired, by the Buyer (or its Affiliates or Representatives) prior to Closing.

Section 11.06 Set-Off. The Buyer shall be entitled to set-off any amount or right it may be entitled to pursuant to this Agreement against any amount, right or obligations owed to ULHL under this Agreement.

Section 11.07 Characterization of Indemnification Payments. The Buyer and ULHL agree to treat any payment made under this ARTICLE XI as an adjustment to the Purchase Price.

Section 11.08 Maximum Amount of Indemnity. Notwithstanding anything else contained in this Agreement, the maximum amount of indemnity to be provided by ULHL in aggregate shall be capped at the Final Purchase Price.

Article XII. MISCELLANEOUS

Section 12.01 Further Assurances. Each party to this Agreement shall execute and cause to be delivered to each other party to this Agreement such instruments and other documents, and shall take such other actions, as such other parties may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

Section 12.02 Fees and Expenses. Each party to this Agreement shall bear and pay all fees, costs and expenses (including legal fees and accounting fees) that have been incurred or that are incurred by such party in connection with the transactions contemplated by this Agreement.

Section 12.03 Waiver; Amendment. Any agreement on the part of a party to this Agreement to any extension or waiver of any provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. A waiver by a party to this Agreement of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any party to this Agreement of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time. Prior to the Closing, this Agreement may not be amended, modified or supplemented except by written agreement among the Buyer and ULHL.

Section 12.04 Entire Agreement. This Agreement, each of the separate Supplemental Agreements with each of the entities listed on Schedule I, and the other agreements referred to in this Agreement constitute the entire agreement among the parties to this Agreement and supersede all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter of this Agreement and thereof, except for each of the Supplemental Agreements. For the avoidance of doubt, this Agreement shall remain effective notwithstanding any entire agreement clause in the Supplemental Agreement(s).

Section 12.05 Execution of Agreement; Counterparts; Electronic Signatures.

Section 12.06 Governing Law; Exclusive Jurisdiction.

Section 12.07 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDINGS OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.08 Assignment and Successors. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.

Section 12.09 Parties in Interest. Except for the provisions of ARTICLE XI, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Each of the Indemnified Parties is an express third-party beneficiary of ARTICLE XI.

Section 12.10 Notices. All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party to this Agreement when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (or other reputable courier service if there is no nationally recognized overnight courier service in the local jurisdiction of the sender) (costs prepaid), or (b) sent e-mail with confirmation of transmission by the transmitting equipment confirmed with a copy delivered as provided in clause (a), in each case to the following addresses, or e-mail addresses and marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address or Person as a party may designate by notice to the other parties to this Agreement):

If to ULHL:

Unique Logistics Holdings Limited

Unit 5-6, 3/F, Tower 2,

Enterprise Square, 9 Sheung Yuet Road

Kowloon Bay, Hong Kong

Attention: Patrick Lee

Email:

If to the Buyer:

Unique Logistics Holdings, Inc.

154-09 146th Ave.

Jamaica, NY 11434

Attention: Sunandan Ray

Email:

with a mandatory copy to (which copy shall not constitute notice):

Lucosky Brookman, LLP

101 S Wood Ave.

Iselin, New Jersey, 08830

Attention: Lawrence Metelitsa, Esq.; Adele Hogan, Esq.

Email:

Section 12.11 Construction; Usage.

Section 12.12 Enforcement of Agreement. The parties to this Agreement acknowledge and agree that the Buyer and ULHL may be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by the Buyer or ULHL may not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Buyer or ULHL may be entitled, at law or in equity, each of the Buyer and ULHL shall be entitled to enforce any provision of this Agreement by a decree of specific performance and temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking. The rights and remedies of the parties to this Agreement shall be cumulative (and not alternative).

Section 12.13 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable.

Section 12.14 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Section 12.15 Disclosure Schedule. The Disclosure Schedule constitutes formal disclosure to the Buyer for the purposes of this Agreement of the facts and circumstance which are or may be inconsistent with the representations and warranties under ARTICLE V. Such facts and circumstances will be deemed to qualify the representations and warranties accordingly. Notwithstanding that reference may in some cases be made in the Disclosure Schedule to particular warranties or other provisions of this Agreement, all disclosures are made on the basis that they are made against all of the warranties and representations and the Buyer shall not be entitled to claim that any fact or matter has not been disclosed to it by reason of the relevant disclosure not being specifically related to any one or more of the representations or warranties or other provisions.

Section 12.16 Schedules and Exhibits. The Schedules and Exhibits attached to this Agreement (including the Disclosure Schedule) are hereby incorporated into this Agreement and are hereby made a part of this Agreement as if set out in full in this Agreement.

Section 12.17 Maximum Liability Limit. The maximum aggregate liability of ULHL for all claims under this Agreement (including all Supplemental Agreements) shall in no event exceed the Final Purchase Price. ULHL shall not be liable for a claim unless ULHL’s liability in respect of such claim exceeds $25,000. For the avoidance of doubt, it is hereby expressly acknowledged that ULHL’s share of liability in relation to a particular ULHL’s Subsidiary howsoever caused shall, in any event, not exceed ULHL’s percentage shareholding in the relevant ULHL’s Subsidiary immediately prior to Closing.

Section 12.18 Time Limit. ULHL has no liability for any claim under this Agreement unless it receives written notice specifying the matter which gives rise to the claim, the nature of the claim and the amount claimed within 2 years after the Closing Date.

Section 12.19 Qualifications to Representations and Warranties. Notwithstanding any contrary provision in this Agreement, any representation or warranty set forth in this Article is qualified by the conditions that all representation and warranties are made and given to the best of knowledge and belief of the party giving the relevant representation and warranties.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed, as of the date first above written.

[Signature Page to the Stock Purchase Agreement]

* The actual purchased percentage should be 850,261/ 1,308,631 (64.97%) but for ease of calculation 65% is adopted for the purpose of this Agreement.

SCHEDULE II

DESIGNATED DIVIDENDS

Dividend to be declared by Unique Logistics International (Vietnam) Co., Ltd., ULI (North & East China) Company Limited, ULI (South China) Limited and Unique Logistics International (South China) Limited (or in such other manner as may be mutually agreed by the Buyer and ULHL) (the “Declaring Entities”) (allocation of the dividend among individual Declaring Entities shall be determined by ULHL at its sole and absolute discretion) such that the total dividend received by the Buyer (or the Buyer Affiliate designated in Section 3.01) from the Declaring Entities within 12 months following the Closing Date shall be no less than the Excess Asset Amount.

Unique Logistics International (H.K.) Limited, Unique Logistics International (South China) Limited, ULI (South China) Limited and ULI (North & East China) Company Limited adopt IFRS

TGF Unique Limited adopts UK GAAP, no material deviation from IFRS/US GAAP.

Unique Logistics International Co., Ltd adopt local GAAP, no material deviation from IFRS/US GAAP.

¹ The financial statements of the entities incorporated in Mainland China are governed by the Accounting Standards for Business Enterprises.

SCHEDULE VI

Consent to Manage Entities