Exhibit 10.1

AMENDMENT NO. 1 TO

STOCK PURCHASE AGREEMENT

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 17^th 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”).

WHEREAS, ULHL and Buyer have entered into that certain Stock Purchase Agreement, dated April 28, 2022 (the “Purchase Agreement”), pursuant to which Buyer has agreed to purchase (directly or, in Buyer’s sole discretion, through an affiliate of Buyer) from ULHL, and ULHL has agreed to sell to the Buyer, shares of common stock owned by ULHL (the “Purchased Shares”) in the subsidiaries of ULHL (the “ULHL Subsidiaries”) set forth on Schedule I of the Purchase Agreement (the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the transaction, ULHL and the Buyer have agreed to taking certain actions going forward, including without limitation, (a) establishing a reserve for accrual of certain of the net assets of the ULHL Subsidiaries, and (b) forming a new company to which certain ULHL Subsidiary operations and assets will be transferred; and

WHEREAS, ULHL and the Buyer desire hereby to amend the Purchase Agreement to provide for, among other things, the foregoing upon the terms and 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 1.1 Capitalized and Defined Terms. Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

ARTICLE II: AMENDMENT OF STOCK PURCHASE AGREEMENT

Section 2.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

2.1.1 The definition of “Expiration Date” appearing in Section 1.01 of the Purchase Agreement shall be hereby modified by the deletion of the date of “December 31, 2022” contained therein and replacement thereof with the date of “February 15, 2023.”

2.1.2 The following definition shall be added to Section 1.01 of the Purchase Agreement immediately following the definition of “ULHL Subsidiaries” and immediately prior to the definition of “Unique HK” below:

““Undisclosed Liabilities” means those certain potential liabilities, existing or contingent, that have been identified relating to certain of the ULHL Subsidiaries that were not specifically available to the Buyer in writing prior to execution hereof, including without limitation, (a) any and all actual, contingent, mature, immature, contractual or tort-based liabilities, (b) liabilities arising out of prior civil litigation or arbitration decisions, (c) administrative penalties, recoveries, forfeitures or criminal penalties and liabilities, and (d) validated claims asserted by various third parties, such as vendors and governmental regulatory entities.”

2.1.3 ARTICLE VII of the Purchase Agreement shall be amended as set forth hereinbelow.

(a) Section 7.01 shall be modified by deletion of the phrase “[Intentionally Omitted.]” contained therein and replacement thereof with the following:

“Agreement to Accrue a Reserve for Undisclosed Liabilities. In connection with certain Undisclosed Liabilities of the ULHL Subsidiaries, ULHL and Buyer hereby agree, upon Closing, to establish an additional reserve against Adjusted Net Assets of the subject ULHL Subsidiaries in an amount equal to $1,000,000 to be retained for a period of up to 12 months from the Closing Date (the “Reserve Period”) pending resolution and disposition of claims relating to the Undisclosed Liabilities (“Related Claims”). Upon expiration of the Reserve Period, assuming that no Related Claims have been made, the Adjusted Net Assets in reserve shall be released to ULHL. If any Related Claim is made within the Reserve Period, the amount to be released upon expiration of the Reserve Period shall be reduced on a dollar-for- dollar basis (up to a maximum of $1,000,000) based on the amount of such Claim. If upon the determination, adjudication or other resolution of all claims asserted during the Reserve Period, the total liability that the relevant ULHL Subsidiaries are found to be liable for by a competent court, tribunal or governmental authority (or upon settlement if applicable) (the “Relevant Liability”) is less than $1,000,000, the difference between (A) $1,000,000 and (B) the Relevant Liability shall be forthwith released to ULHL (to the extent not yet released to ULHL previously). It is understood that nothing set forth herein shall affect the minimum Adjusted Net Assets as may be otherwise required in this Agreement.

ULHL and the Buyer hereby agree to cooperate in the formation of a new company in Vietnam (“Newco-Vietnam”) to which the existing business and operations, including employees, customers and the assets, of Unique Vietnam shall be transferred following Closing. ULHL and Buyer agree to cooperate in good faith to and use their reasonable best efforts to: (a) form Newco-Vietnam, transfer the business, operations and assets of Unique Vietnam to Newco-Vietnam, and establish the continuing operations of Newco-Vietnam; and (b) obtain such licenses and permits on behalf of Newco-Vietnam as are necessary to operate Newco-Vietnam as a logistics business in Vietnam (all such actions in clauses (a) and (b) above, collectively, the “Transfer”). At such time as Newco-Vietnam is fully operational and the Transfer is complete, as assessed and mutually agreed upon in good faith by ULHL and the Buyer, ULHL shall repurchase those shares of common stock of Unique Vietnam included in the Purchased Shares purchased by the Buyer hereunder at a nominal value of USD100.”

ARTICLE III: MISCELLANEOUS

Section 3.1 Miscellaneous Provisions Governing this Amendment.

3.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement, The Share Sale and Purchase Agreement, dated September 13, 2022, between ULHL and the Buyer (the “Vietnam SPA”), or any of the other transaction agreements relating to the Buyer’s acquisitions of the Subsidiaries.

3.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

3.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All Actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement or is delivered via email attachment at the e-mail address as set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

3.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

3.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

3.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

3.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

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

N WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first above written.

[Signature Page to Amendment No. I to ULHL-ULI Stock Purchase Agreement]

Exhibit 10.2

AMENDMENT NO. 2

TO

STOCK PURCHASE AGREEMENT

THIS AMENDMENT NO.2 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics 21 Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).

WHEREAS, ULHL and the Buyer have entered into that certain Stock Purchase Agreement, dated April 28, 2022, as amended (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, shares of capital stock owned by ULHL (the “Purchased Shares”) in the subsidiaries of ULHL (the “ULHL Subsidiaries”) set forth on Schedule I of the Purchase Agreement (the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer have agreed to: (a) restructure payment of the Initial Purchase Price of Twenty-Two Million Dollars (US$22,000,000) payable at Closing; and (b) reallocate portions of the Initial Purchase Price between Unique Logistics International (Vietnam) Co. Ltd., a Vietnam corporation (“Unique Vietnam”) and Unique Logistics International (South China) Limited, a limited liability company incorporated in Hong Kong (“Unique South China”) (collectively, the “Restructuring”);

WHEREAS, in connection with the Transaction and as part of the Restructuring, ULHL and the Buyer have agreed that, at Closing, the Buyer shall: (a) pay Three Million Five Hundred Thousand Dollars (US$3,500,000) of the Initial Purchase Price in cash (rather than US$21,000,000); (b) issue the Seller Note in the principal amount of One Million Dollars (US$1,000,000) to ULHL; (c) issue the Vietnam Note (defined below) in the principal amount of One Million Dollars (US$1,000,000) to ULHL; (d) issue a promissory note in the principal amount of Two Million Dollars (US$2,000,000) to ULHL (the “Taiwan Note”) representing that portion of the Initial Purchase Price allocated to the purchase by the Buyer of the Purchased Shares of Unique Logistics International Co., Ltd, a limited liability company incorporated in the Republic of China (“Unique Taiwan”); and (e) issue three (3) additional promissory notes in the aggregate principal amount of Fourteen Million Five Hundred Thousand Dollars (US$14,500,000) to ULHL, which amounts represent in the aggregate the entirety of the Initial Purchase Price payable by the Buyer at Closing, as more fully described below;

WHEREAS, in connection with the Transaction and as part of the Restructuring, ULHL and the Buyer have agreed that: (a) the consideration to be paid by the Buyer to ULHL for the purchase of the Purchased Shares of Unique Vietnam shall be reduced from Four Million Dollars (US$4,000,000) to One Million Dollars (US$1,000,000); (b) the consideration to be paid by the Buyer to ULHL for the purchase of the Purchased Shares of Unique South China shall be increased from Two Million Two Hundred Thousand Dollars (US$2,200,000) to Five Million Two Hundred Thousand Dollars (US$5,200,000); and (c) the consideration to be paid by the Buyer to ULHL in respect of its acquisition of the Purchased Shares of Unique Vietnam shall be made in the form of a promissory note in the principal amount of One Million Dollars (US$1,000,000) rather than paid in cash (the “Vietnam Note”), more fully described below; and

WHEREAS, ULHL and the Buyer desire hereby to amend the Purchase Agreement to provide for, among other things, the Restructuring upon the terms and 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

AMENDMENT OF STOCK PURCHASE AGREEMENT

Section 1.1 Amendments. Notwithstanding anything set forth in the Purchase Agreement, subject to the terms and conditions contained herein, ULHL and the Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Reallocation of Purchase Price. The chart appearing on Schedule I to the Purchase Agreement entitled “ULHL SUBSIDIARY HOLDINGS” and its corresponding footnote (denoted by asterisk*) shall be deleted and replaced with the chart below and the corresponding footnote below (denoted by asterisk*), it being understood that following the date hereof, any references in the Purchase Agreement to Schedule 1, such chart, or the contents of either, as the case may be, shall refer to the chart below, the information set forth therein and the corresponding footnote below.

* 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.

1.1.2 Reduction and Reallocation; Issuance of Unique Vietnam Note in Lieu of Cash. The consideration to be paid by the Buyer to ULHL at Closing as part of the Initial Purchase Price to be paid by the Buyer for the Purchased Shares of Unique Vietnam shall be reduced as set forth in the chart above from Four Million Dollars (US$4,000,000) to One Million Dollars (US$1,000,000) and reallocated to the purchase of the Purchased Shares of Unique South China, and shall be made by issuance of the Vietnam Note to ULHL rather than paid by the Buyer in cash. The Vietnam Note shall mature on June 30, 2023 (the “Vietnam Maturity Date”) and shall be payable on: (a) July 15, 2023, provided that the Vietnam Approvals have been received by the Vietnam Maturity Date; or (b) in the event that the Vietnam Approvals have not been received by the Vietnam Maturity Date, payment under the Vietnam Note shall be due and payable thereafter within fifteen (15) days of receipt of the Vietnam Approvals. The Vietnam Note shall bear no interest and may be prepaid, in the Buyer’s sole discretion, in whole or in part, at any time without penalty or premium. In the event of default by the Buyer in the payment of amounts due under the Vietnam Note, the Buyer shall have seven (7) days during which to cure such default, it being understood that any amounts paid under the Vietnam Note up to such date of default shall not be refundable and may be retained by ULHL, and shall, in any event, be treated as partial payment of the Initial Purchase Price.

1.1.3 Issuance of Unique Taiwan Note in Lieu of Cash. The consideration to be paid by the Buyer to ULHL at Closing as part of the Initial Purchase Price to be paid by the Buyer for the Purchased Shares of Unique Taiwan shall be made by issuance of the Taiwan Note to ULHL rather than paid by the Buyer in cash. The Taiwan Note shall mature on June 30, 2023 (the “Taiwan Maturity Date”) and shall be due and be payable on: (a) July 15, 2023, provided that the Taiwan Approvals have been received by the Taiwan Maturity Date; or (b) in the event that the Taiwan Approvals have not been received by the Taiwan Maturity Date, payment under the Taiwan Note shall be due and payable thereafter within fifteen (15) days of receipt of the Taiwan Approvals. The Taiwan Note shall bear no interest and may be prepaid, in the Buyer’s sole discretion, in whole or in part, at any time without penalty or premium. In the event of default by the Buyer in the payment of amounts due under the Taiwan Note, the Buyer shall have seven (7) days during which to cure such default, it being understood that any amounts paid under the Taiwan Note up to such date of default shall not be refundable and may be retained by ULHL, and shall, in any event, be treated as partial payment of the Initial Purchase Price.

1.1.4 Reduction of Cash Consideration at Closing. At Closing, the Buyer shall pay to ULHL Three Million Five Hundred Thousand Dollars (US$3,500,000) of the Initial Purchase Price in cash rather than Twenty-One Million Dollars (US$21,000,000) in cash, which amount shall represent the Cash Payment.

1.1.5 Additional Promissory Notes as Consideration. At Closing, in addition to the Cash Payment, the Buyer shall issue to ULHL: (a) the Seller Note in the principal amount of One Million Dollars (US$1,000,000), (b) the Vietnam Note in the principal amount of One Million Dollars (US$1,000,000); (c) the Taiwan Note in the principal amount of Two Million Dollars (US$2,000,000); and (d) three (3) additional promissory notes in the aggregate principal amount of Fourteen Million Five Hundred Thousand Dollars (US$14,500,000) as follows:

(i) the Buyer shall issue to ULHL a promissory note in the principal amount of Four Million FiveHundred Thousand Dollars (US$4,500,000) (“Note 1”);

(ii) the Buyer shall issue to ULHL a promissory note in the principal amount of Five Million Dollars(US$5,000,000) (“Note 2”); and

(iii) the Buyer shall issue to ULHL a promissory note in the principal amount of Five MillionDollars (US$5,000,000) (“Note 3,” and, collectively with Notes 1 and 2, the “Additional Notes”).

Note 1 shall mature on March 7, 2023; Note 2 shall mature on April 7, 2023; and Note 3 shall mature on June 30, 2023. Each of the Additional Notes shall bear interest at the rate of fifteen percent (15) per annum and may be prepaid, in the Buyer’s sole discretion, in whole or in part, at any time without penalty or premium. In the event of default by the Buyer in the payment of amounts due under the Additional Notes, the Buyer shall have seven (7) days during which to cure such default, it being understood that any amounts paid under any of the Additional Notes up to such date of default shall not be refundable and may be retained by ULHL, and shall, in any event, be treated as partial payment of the Initial Purchase Price.

1.1.6 Net Asset Positive Adjustment Payments. The Net Asset Positive Adjustment provided for in the Purchase Agreement shall be paid in two separate installments in cash or, in the sole discretion of the Buyer, by the issuance at Closing of one or more promissory notes by the Buyer for either or both of such installments (the “NAP Adjustment Notes”), as follows: (a) the first installment, equal to one-half of the Net Asset Positive Adjustment, up to an aggregate amount of Two Million Five Hundred Thousand Dollars (US$2,500,000) (the “First Installment”), shall be due on June 30, 2023; and (b) the second installment, equal to the remaining one-half of the Net Asset Positive Adjustment, up to an aggregate amount of Two Million Dollars (US$2,000,000) (the “Second Installment”), shall be due on the one (1) year anniversary of the Closing Date. The promissory note, if any, issued in respect of: (a) the First Installment shall bear interest at the rate of fifteen percent (15%) per annum; and (b) the Second Installment shall not bear any interest. Either or both of the NAP Adjustment Notes may be prepaid, in the Buyer’s sole discretion, in whole or in part, at any time without penalty or premium. In the event of default by the Buyer in the payment of amounts due under the NAP Adjustment Notes, the Buyer shall have seven (7) days in each instance during which to cure such default, it being understood that any amounts paid under any of the NAP Adjustment Notes up to such date of default shall not be refundable and may be retained by ULHL, and shall, in any event, be treated as partial payment of the Initial Purchase Price.

1.1.7 Escrows. None of the Initial Purchase Price including, without limitation, the Unique Vietnam Escrow Amount and the Unique Taiwan Escrow Amount, shall be escrowed as was otherwise contemplated by the Purchase Agreement but shall be paid as set forth herein.

1.1.8 Transfer of the Unique Taiwan and Unique Vietnam Purchased Shares. Notwithstanding anything to the contrary set forth herein, unless otherwise agreed by ULHL in writing, the transfer of the legal and equitable title of the Purchased Shares in Unique Taiwan and Unique Vietnam will occur upon the later of: (a) receipt of the Vietnam Approvals (with respect to the Purchased Shares of Unique Vietnam) and receipt of the Taiwan Approvals (with respect to the Purchased Shares of Unique Taiwan), and (b) payment of all sums due from Buyer to ULHL under those promissory notes described in this Agreement having a maturity date of June 30, 2023 or earlier, namely, the Additional Notes and the NAP Adjustment Note for the First Installment (collectively, the “Payment Notes”), the Taiwan Note and the Vietnam Note. For the avoidance of doubt, it is expressly understood that: (x) payment of all amounts outstanding under the Payments Notes; and (y) payment of each of the Vietnam Note and the Taiwan Note, are conditions to the transfer to the Buyer of the legal and equitable title of the Purchased Shares of Unique Vietnam and Unique Taiwan.

1.1.9 Buyer’s Covenants. Following Closing, for so long as any of the Payment Notes remain outstanding, the Buyer shall not, without the prior written consent of ULHL, vote as a stockholder (or otherwise) in favor of or cause there to be declared any dividend in or by any of the entities listed in the chart set forth in Section 1.1.1 above (each, a “Target” and, collectively, the “Targets”), other than dividends to the Buyer to be used for repayment of amounts due to ULHL under any of the notes described in this Agreement, provided that the Buyer is not in default under its existing financing facility or the financing facility expected to be entered into in connection with the transactions contemplated by the Purchase Agreement and used by the Buyer in connection with repayment of the Payment Notes. In addition, for so long as any of the Payment Notes remains outstanding, the Buyer shall use its best efforts to cause the businesses and operations of the Targets to be conducted in a manner consistent with past practice.

1.1.10 Change to the Directorship of Unique HK, ULI (South China) Limited and Unique Logistics International (South China) Limited (the “Relevant Companies”). The change to the directorship of the Relevant Companies shall take place within 14 days after Closing. For the avoidance of doubt, the corresponding written resignation and separation and release letter of the resigning directors of the Relevant Companies under Schedule V shall be provided within 14 days after Closing; provided that, the resigning directors of the Relevant Companies shall not take any action whatsoever without the prior written consent of the Buyer during such 14-day period. For the avoidance of doubt, it is hereby confirmed that the directors of the Relevant Companies may proceed to complete the cancellation of the existing bank facilities with the existing bankers in Hong Kong and withdraw the collaterals during such 14-day period.

1.1.11 Change to Resigning Director and Officer of Unique Shenzhen. Thomas To Wong shall not resign as a director or officer of Unique Shenzhen. “Thomas To Wong” shall be deleted from Schedule V with respect to Unique Shenzhen.

1.1.12 Transfer of Employees from ULHL to Unique HK. ULHL shall use its reasonable endeavours to procure the transfer of the employment of its employees who provide services to Unique HK from ULHL to Unique HK within 30 days after Closing. The costs of the aforementioned employees between Closing and the date of actual transfer shall be invoiced by ULHL to Unique HK and be paid by Unique HK in a manner consistent with past practice.

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisitions of the Subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement or is delivered via email attachment at the email address as set forth in the Purchase Agreement. Nothing in this Section 2.1.3 shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 2 to ULHL-ULI Master Stock Purchase Agreement]

Exhibit 10.3

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 65%¹ of the charter capital of Unique Logistics International (India) Private Limited, a limited liability company incorporated in India, and having its registered address at 34, Allenby Road, Bhowanipore, Kolkata, 700020, West Bengal, India (“Unique-India”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer desire to amend the Purchase Agreement to provide for the Sale Price to be paid by the Buyer either in the form of a promissory note or cash, upon the terms and 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: AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following sentence, it being understood that following the date hereof, any reference in the Purchase Agreement to the method of payment shall refer to the choices set forth in the paragraph below:

1.2 “The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$1,000,000 (One Million US Dollars Only) (the “Sale Price”) and shall be payable by delivery by the Buyer of either a promissory note in favor of Vendor or cash.”

¹ 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 Amendment.

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of Unique-India or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-India Share Purchase Agreement]

Exhibit 10.4

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized and Defined Terms. Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 50% of the total issued shares of ULI (North & East) Company Limited,, a company incorporated in Hong Kong with limited liability, and having its registered address at Unit 05-06, 3/F., Tower 2, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong (“Unique-NEC”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer desire to amend the Purchase Agreement to provide for the Sale Price to be paid by the Buyer either in the form of a promissory note or cash, upon the terms and 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: AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following sentence, it being understood that following the date hereof, any reference in the Purchase Agreement to the method of payment shall refer to the choices set forth in the paragraph below:

1.2 “The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$4,500,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of either a promissory note in favor of Vendor or cash.”

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of Unique-NEC or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-NEC Share Purchase Agreement]

Exhibit 10.5

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 50% of the total issued shares of Unique Logistics International Co., Ltd., of the Republic of China (“Taiwan”) and having its registered address at 11^th Floor, No. 107 Jen Ai Road, Section 4, Taipei, Taiwan (“Unique-Taiwan”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, ULHL and the Buyer have agreed to amend the Purchase Agreement to provide for payment of the Sale Price to be made by the Buyer in the form of a promissory note (the “Taiwan Note”), upon the terms and conditions set forth herein;

WHEREAS, ULHL and the Buyer have agreed to eliminate the escrow requirements in the Purchase Agreement and that any references therein to escrow requirements shall be applicable at the Closing Date;

WHEREAS, ULHL and Buyer have agreed that all deliverables otherwise due under Section 4.2 of the Purchase Agreement will become due within fifteen (15) calendar days of the date hereof; and

WHEREAS, ULHL and Buyer have agreed that all deliverables otherwise due under Section 5.3 of the Purchase Agreement will become due within fifteen (15) days from the later of: (a) payment of the Taiwan Note; or (b) receipt by ULHL or Unique-Taiwan, as the case may be, of the Taiwan Approvals.

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

AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following paragraph, it being understood that following the date hereof, any reference in the Purchase Agreement to the Sale Price shall refer to the amount set forth in the paragraph below to be paid by delivery of the Taiwan Note:

“2.2 The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$2,000,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of a promissory note in favor of Vendor in the principal amount of US$2,000,000 (the “Taiwan Note”). The Taiwan Note shall be non-interest bearing and shall provide for maturity thereof on June 30, 2023 (the “Taiwan Note Maturity Date”) and payment of the principal amount thereunder, on July 15, 2023; provided that all of the government and other regulatory approvals necessary or required by Taiwan in order for the transactions contemplated by this Agreement to be consummated (the “Taiwan Approvals”) have been received by the Taiwan Note Maturity Date; or (b) in the event that the Taiwan Approvals have not been received by the Taiwan Note Maturity Date, payment under the Taiwan Note shall be due and payable thereafter within fifteen (15) days of receipt of the Taiwan Approvals.”

Section 1.2 Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer further agree that subject to the receipt of all of the requisite Taiwan Approvals for so long as any amount is outstanding under the Taiwan Note (except when the Buyer is in breach of the terms of the Taiwan Note), any dividend or other distribution to which ULHL is entitled or which it receives shall be held for the benefit of the Buyer and promptly paid by ULHL to the Buyer by wire transfer of immediately available funds, to an account designated by the Buyer.

Section 1.3 Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer further agree to eliminate any references therein to escrow requirements, and any reference to escrow requirements shall be applicable at the Closing Date.

Section 1.4

(a) Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer agree that all deliverables otherwise due under Section 4.2 of the Purchase Agreement shall become due within fifteen (15) days of the date hereof.

(b) Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer agree that all deliverables otherwise due under Section 5.3 of the Purchase Agreement shall become due within fifteen (15) days from the later of: (a) payment of the Taiwan Note; or (b) receipt by ULHL or Unique-Taiwan, as the case may be, of the Taiwan Approvals.

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of Unique-Taiwan or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT. 

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-Taiwan Share Purchase Agreement]

Exhibit 10.6

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 49.99% of total issued shares of TGF Unique Limited, a company incorporated in England and Wales with company number 03920217, and having its registered address at 672 Spur Road, North Feltham Trading Estate, Feltham, England, TW14 OSL (“Unique-UK”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer desire to amend the Purchase Agreement to provide for the Sale Price to be paid by the Buyer either in the form of a promissory note or cash, upon the terms and 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: AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following sentence, it being understood that following the date hereof, any reference in the Purchase Agreement to the method of payment shall refer to the choices set forth in the paragraph below:

1.2 “The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$2,000,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of either a promissory note in favor of Vendor or cash.”

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of Unique-UK or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-UK Share Purchase Agreement]

Exhibit 10.7

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 100% of the total issued shares of Unique Logistics International (H.K.) Limited,, a company incorporated in Hong Kong with limited liability, and having its registered address at Unit 05-06, 3/F., Tower 2, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong (“Unique-HK”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer desire to amend the Purchase Agreement to provide for the Sale Price to be paid by the Buyer either in the form of a promissory note or cash, upon the terms and 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: AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following sentence, it being understood that following the date hereof, any reference in the Purchase Agreement to the method of payment shall refer to the choices set forth in the paragraph below:

1.2 “The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$2,300,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of either a promissory note in favor of Vendor or cash.”

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of Unique-HK or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-HK Share Purchase Agreement]

Exhibit 10.8

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 65% of the charter capital of Unique Logistics International (Vietnam) Co. Ltd, a company established and operating under the ERC (as defined in the Purchase Agreement), and having its registered address at 181 Dien Bien Phu Street, DaKao Ward, District No.01, Ho Chi Minh City, Vietnam (“Unique-Vietnam”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer have agreed to amend the Purchase Agreement to reduce the consideration to be paid by the Buyer to ULHL for the purchase of the Unique-Vietnam Sale Shares (the “Sale Price”) from US$4,000,000 to US$1,000,000;

WHEREAS, ULHL and the Buyer have agreed to amend the Purchase Agreement to provide for payment of the Sale Price to be made by the Buyer in the form of a promissory note (the “Vietnam Note”), upon the terms and conditions set forth herein;

WHEREAS, ULHL and the Buyer have agreed to eliminate the escrow requirements in the Purchase Agreement and that any references therein to escrow requirements shall be applicable at the Closing Date;

WHEREAS, ULHL and Buyer have agreed that all deliverables otherwise due under Section 4.2 of the Purchase Agreement will become due within fifteen (15) days of the date hereof; and

WHEREAS, ULHL and Buyer have agreed that all deliverables otherwise due under Section 5.3 of the Purchase Agreement will become due within fifteen (15) days from the later of: (a) payment of the Vietnam Note; or (b) receipt by ULHL or Unique-Vietnam, as the case may be, of the Vietnam Approvals.

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

AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following paragraph, it being understood that following the date hereof, any reference in the Purchase Agreement to the Sale Price shall refer to the amount set forth in the paragraph below to be paid by delivery of the Vietnam Note:

“2.2 The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$1,000,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of a promissory note in favor of Vendor in the principal amount of US$1,000,000 (the “Vietnam Note”). The Vietnam Note shall be non-interest bearing and shall provide for maturity thereof on June 30, 2023 (the “Vietnam Note Maturity Date”) and payment of the principal amount thereunder, on July 15, 2023; provided that all of the government and other regulatory approvals necessary or required by Vietnam in order for the transactions contemplated by this Agreement to be consummated (the “Vietnam Approvals”) have been received by the Vietnam Note Maturity Date; or (b) in the event that the Vietnam Approvals have not been received by the Vietnam Note Maturity Date, payment under the Vietnam Note shall be due and payable thereafter within fifteen (15) days of receipt of the Vietnam Approvals.”

Section 1.2 Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer further agree that subject to the receipt of all of the requisite Vietnam Approvals for so long as any amount is outstanding under the Vietnam Note (except when the Buyer is in breach of the terms of the Vietnam Note), any dividend or other distribution to which ULHL is entitled or which it receives shall be held for the benefit of the Buyer and promptly paid by ULHL to the Buyer by wire transfer of immediately available funds, to an account designated by the Buyer.

Section 1.3 Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer further agree to eliminate any references therein to escrow requirements, and any reference to escrow requirements shall be applicable at the Closing Date.

Section 1.4

(a) Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer agree that all deliverables otherwise due under Section 4.2 of the Purchase Agreement shall become due within fifteen (15) days of the date hereof.

(b) Notwithstanding anything else set forth in the Purchase Agreement, ULHL and Buyer agree that all deliverables otherwise due under Section 5.3 of the Purchase Agreement shall become due within fifteen (15) days from the later of: (a) payment of the Vietnam Note; or (b) receipt by ULHL or Unique-Vietnam, as the case may be, of the Vietnam Approvals.

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of Unique-Vietnam or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-Vietnam Share Purchase Agreement]

EXHIBIT A

TO

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

(Form of Vietnam Purchase Price Promissory Note)

Exhibit 10.9

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain ordinary shares of Unique Logistics International (South China) Limited, a limited liability company incorporated in Hong Kong (“Unique-South China”) owned by ULHL (the “Sale Shares”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer have agreed to increase the consideration to be paid by the Buyer to ULHL for the purchase of the Unique-South China Sale Shares (the “Sale Price”) from US$2,200,000 to US$5,200,000; and

WHEREAS, ULHL and the Buyer desire hereby to amend the Purchase Agreement to provide for the Sale Price to be paid by the Buyer either in the form of a promissory note or cash, upon the terms and 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

AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the sentence presently contained therein and replacement thereof with the following sentence, it being understood that following the date hereof, any reference in the Purchase Agreement to the Sale Price or method of payment shall refer to the sentence below:

“The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$5,200,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of either a promissory note in favor of Vendor or cash.”

1.1.2 In connection with the increase in the Sale Price, Section 4.2(a)(iv) of the Purchase Agreement shall be modified by deletion of the sentence presently contained therein and replacement thereof with the following sentence:

“a cheque in favour of “The Government of the Hong Kong Special Administrative Region” on account of the Vendor’s share of the Hong Kong stamp duty in the amount of HK$52,730.50 payable by the Vendor upon the sale and purchase of the Sale Shares;”

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisitions of Unique-South China or any of its other subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT.

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to Unique-South China Share Purchase Agreement]

Exhibit 10.10

AMENDMENT NO. 1

TO

SHARE SALE AND PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SHARE SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 21 day of February, 2023, by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “Buyer”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

WHEREAS, ULHL and the Buyer have entered into that certain Share Sale and Purchase Agreement, dated September 13, 2022 (the “Purchase Agreement”), pursuant to which the Buyer has agreed to purchase from ULHL, and ULHL has agreed to sell to the Buyer, certain interests owned by ULHL (the “Sale Shares”) comprised of and representing 70% of the total issued shares of ULI (South China) Limited, a company incorporated in Hong Kong with limited liability, and having its registered address at Unit 05-06, 3/F., Tower 2, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon Hong Kong (“ULI (South China)”) (the foregoing purchase and sale transaction being referred to hereinafter as the “Transaction”), pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Transaction, ULHL and the Buyer desire to amend the Purchase Agreement to provide for the Sale Price to be paid by the Buyer either in the form of a promissory note or cash, upon the terms and 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: AMENDMENT OF PURCHASE AGREEMENT

Section 1.1 Amendments. Subject to the terms and conditions contained herein, ULHL and Buyer hereby amend the Purchase Agreement as follows:

1.1.1 Section 2.2 of the Purchase Agreement shall be modified by deletion of the only sentence presently contained therein and replacement thereof with the following sentence, it being understood that following the date hereof, any reference in the Purchase Agreement to the method of payment shall refer to the choices set forth in the paragraph below:

1.2 “The consideration payable by the Buyer for the purchase of the Sale Shares from the Vendor shall be US$4,000,000 (the “Sale Price”) and shall be payable by delivery by the Buyer of either a promissory note in favor of Vendor or cash.”

ARTICLE II: MISCELLANEOUS

Section 2.1 Miscellaneous Provisions Governing this Amendment.

2.1.1 Except as specifically set forth in this Amendment, nothing set forth herein shall be deemed to modify any provision of the Purchase Agreement or any of the other transaction agreements relating to the Buyer’s acquisition of ULI (South China) or any other of its subsidiaries.

2.1.2 This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of ULHL and the Buyer and delivered to the one another, it being understood that both parties hereto need not sign the same counterparts. Each counterpart shall be enforceable against the parties hereto and shall, together, constitute one and the same instrument. Facsimile and “.pdf” copies of executed signature pages shall be deemed binding originals and no party hereto shall raise the use of facsimile machine or electronic transmission in “.pdf” as a defense to the formation of a contract.

2.1.3 This Amendment and the relationship of the parties hereto shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. All actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this Amendment brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to this Amendment or the transactions contemplated by this Amendment, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in the Purchase Agreement. Nothing in this section shall affect the right of any party to serve legal process in any other manner permitted by Law.

2.1.4 EACH OF THE PARTIES HERETO 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 AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR UNDER THE PURCHASE AGREEMENT. 

2.1.5 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party hereto.

2.1.6 All notices, requests, claims, demands, consents, waivers and other communications required or permitted by this Amendment shall be in writing and shall be deemed given to a party hereto when provided and delivered in accordance with the terms of the Purchase Agreement.

2.1.7 Each party hereto shall execute and cause to be delivered to the other party hereto 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 the modifications and amendments provided for herein.

[Signature Pages Follow this Page]

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

[Signature Page to Amendment No. 1 to ULI (South China) Share Purchase Agreement]

Exhibit 10.11

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of One Million Dollars (US$1,000,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable on the second anniversary of the date hereof (the “Maturity Date”).

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. No Interest. The Principal Amount outstanding hereunder shall bear no interest.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder and second to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount when due; or

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding, the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however that, if an Event of Default described in Section 5.2 shall occur, the Principal Amount shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount outstanding under this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA $1M Purchase Price Promissory Note]

Exhibit 10.12

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Four Million Five Hundred Thousand Dollars (US$4,500,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable on March 7, 2023 (the “Maturity Date”).

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. Interest.

2.1 Interest. The Principal Amount outstanding hereunder shall bear interest at the rate of fifteen percent (15%) per annum (the “Interest Rate”) from the date hereof until such time as the Principal Amount is paid in full (the “Interest”). Interest shall not accrue on the date on which payment of the Principal Amount and accrued Interest is paid.

2.2 Computation of Interest. All computations of Interest shall be made on the basis of a 365-day year based on the actual number of days elapsed. Interest shall accrue commencing on the date hereof.

2.3 Limitation on Rate; Savings Clause. If at any time, and for any reason whatsoever, the Interest Rate exceeds the maximum rate of interest permitted to be charged under applicable law, such rate shall be automatically reduced to the maximum rate permitted to be charged under applicable law.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued Interest, if any, and third to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating any Interest payable under this Note.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount or Interest when due; and

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however, that if an Event of Default described in Section 5.2 shall occur, the Principal Amount and any accrued Interest shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note, the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount and accrued Interest under this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA $4.5M Restructure Note Promissory Note]

Exhibit 10.13

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Five Million Dollars (US$5,000,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable on April 7, 2023 (the “Maturity Date”).

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. Interest.

2.1 Interest. The Principal Amount outstanding hereunder shall bear interest at the rate of fifteen percent (15%) per annum (the “Interest Rate”) from the date hereof until such time as the Principal Amount is paid in full (the “Interest”). Interest shall not accrue on the date on which payment of the Principal Amount and accrued Interest is paid.

2.2 Computation of Interest. All computations of Interest shall be made on the basis of a 365-day year based on the actual number of days elapsed. Interest shall accrue commencing on the date hereof.

2.3 Limitation on Rate; Savings Clause. If at any time, and for any reason whatsoever, the Interest Rate exceeds the maximum rate of interest permitted to be charged under applicable law, such rate shall be automatically reduced to the maximum rate permitted to be charged under applicable law.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued Interest, if any, and third to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating any Interest payable under this Note.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount or Interest when due; and

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however, that if an Event of Default described in Section 5.2 shall occur, the Principal Amount and any accrued Interest shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note, the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount and accrued Interest under this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA $5M Restructure Note-1 Promissory Note]

Exhibit 10.14

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Five Million Dollars (US$5,000,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable on June 30, 2023 (the “Maturity Date”).

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. Interest.

2.1 Interest. The Principal Amount outstanding hereunder shall bear interest at the rate of fifteen percent (15%) per annum (the “Interest Rate”) from the date hereof until such time as the Principal Amount is paid in full (the “Interest”). Interest shall not accrue on the date on which payment of the Principal Amount and accrued Interest is paid.

2.2 Computation of Interest. All computations of Interest shall be made on the basis of a 365-day year based on the actual number of days elapsed. Interest shall accrue commencing on the date hereof.

2.3 Limitation on Rate; Savings Clause. If at any time, and for any reason whatsoever, the Interest Rate exceeds the maximum rate of interest permitted to be charged under applicable law, such rate shall be automatically reduced to the maximum rate permitted to be charged under applicable law.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued Interest, if any, and third to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating any Interest payable under this Note.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount or Interest when due; and

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however, that if an Event of Default described in Section 5.2 shall occur, the Principal Amount and any accrued Interest shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note, the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount and accrued Interest under this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA $5M Restructure Note-2 Promissory Note]

Exhibit 10.15

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Two Million Dollars (US$2,000,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall mature on June 30,2023 (the “Maturity Date”) and be payable on: (a) July 15, 2023, provided that the Taiwan Approvals have been received by the Maturity Date; or (b) in the event that the Taiwan Approvals have not been received by the Maturity Date, payment under this Note shall be due and payable thereafter within fifteen (15) days of receipt of the Taiwan Approvals.

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. No Interest. The Principal Amount outstanding hereunder shall bear no interest.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder and second to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount when due; or

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however that, if an Event of Default described in Section 5.2 shall occur, the Principal Amount shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount outstanding under this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA Taiwan Promissory Note]

Exhibit 10.16

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of One Million Dollars (US$1,000,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall mature on June 30,2023 (the “Maturity Date”) and be payable on: (a) July 15, 2023, provided that, the Vietnam Approvals have been received by the Maturity Date; or (b) in the event that the Vietnam Approvals have not been received by the Maturity Date, payment under this Note shall be due and payable thereafter within fifteen (15) days of receipt of the Vietnam Approvals.

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. No Interest. The Principal Amount outstanding hereunder shall bear no interest.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder and second to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount when due; or

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however that, if an Event of Default described in Section 5.2 shall occur, the Principal Amount shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount outstanding under this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA Vietnam Promissory Note]

Exhibit 10.17

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Two Million Five Hundred Thousand Dollars (US$2,500,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable on June 30, 2023 (the “Maturity Date”).

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. Interest.

2.1 Interest. The Principal Amount outstanding hereunder shall bear interest at the rate of fifteen percent (15%) per annum (the “Interest Rate”) from the date hereof until such time as the Principal Amount is paid in full (the “Interest”). Interest shall not accrue on the date on which payment of the Principal Amount and accrued Interest is paid.

2.2 Computation of Interest. All computations of Interest shall be made on the basis of a 365-day year based on the actual number of days elapsed. Interest shall accrue commencing on the date hereof.

2.3 Limitation on Rate; Savings Clause. If at any time, and for any reason whatsoever, the Interest Rate exceeds the maximum rate of interest permitted to be charged under applicable law, such rate shall be automatically reduced to the maximum rate permitted to be charged under applicable law.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued Interest, if any, and third to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating any Interest payable under this Note.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount or Interest when due; and

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding, the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however, that if an Event of Default described in Section 5.2 shall occur, the Principal Amount and any accrued Interest shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount and accrued Interest under this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA $2.5M Excess Net Assets Promissory Note]

Exhibit 10.18

PROMISSORY NOTE

FOR VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Two Million Dollars (US$2,000,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).

Each of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”

This Note is being issued by the Maker as part of the consideration to be paid to ULHL under a certain Stock Purchase Agreement, dated as of the 28^th of April, 2022, by and between the Maker and ULHL, as amended (the “Purchase Agreement”), pursuant to which the Maker has agreed to purchase from ULHL certain shares of capital stock owned by ULHL (the “Purchased Shares”) in certain of its subsidiaries, the identities of whom are set forth on Schedule I of the Purchase Agreement (the “ULHL Subsidiaries”), pursuant to the terms and subject to the conditions set forth therein.

Capitalized terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.

1. Payment Due Date; Optional Prepayment.

1.1 Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable on February [ ], 2024 (the “Maturity Date”).

1.2 Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from time to time prior to the Maturity Date without penalty or premium.

1.3 No Dividends by Subsidiaries; Exception. From the date hereof, for so long as any of the Principal Amount hereunder remains outstanding, the Maker agrees, as a shareholder of the ULHL Subsidiaries, that it will not vote in favor of or cause there to be declared any dividend in or by any of the ULHL Subsidiaries, other than dividends payable to the Buyer to be used for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase Agreement.

2. No Interest. The Principal Amount outstanding hereunder shall bear no interest.

3. Payment Mechanics.

3.1 Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.

3.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder and second to the payment of the Principal Amount outstanding under the Note.

3.3 Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”). Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

4. Representations and Warranties. The Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

4.1 Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

4.3 Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note.

4.4 No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.

4.5 Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5. Events of Default. The occurrence and continuance of any of the following events shall constitute an Event of Default hereunder:

5.1 Failure to Pay. The Maker fails to pay:

(a) the Principal Amount when due; or

(b) such failure continues without cure for seven (7) days after written notice thereof to the Maker.

5.2 Bankruptcy.

(a) The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;

(c) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or

(e) The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.3 Purchase Agreement Obligations. Notwithstanding any other provisions of this Note and without prejudice to the Noteholder’s right under the Purchase Agreement, the Maker acknowledges and agrees that: (a) upon an Event of Default hereunder, so long as no other event has occurred which would result in an event of default under either: (i) that certain Revolving Purchase, Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain of its affiliates and TBK Bank SSB; or (ii) the financing facility expected to be entered into shortly following the date hereof relating, in part, to the transactions contemplated by the Purchase Agreement (collectively, the “Facilities”), the Maker shall use a portion of the cash available to it as a result of consummation of the merger contemplated by the merger agreement with Edify Acquisition Corp, not to exceed US$10,000,000, to pay the amounts owing hereunder, and (b) while this Note is outstanding, the Maker shall not directly or indirectly grant a security interest in any of its business or assets other than those granted in connection with the foregoing Facilities.

5.4 Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers, or remedies under applicable law or this Note; provided, however that, if an Event of Default described in Section 5.2 shall occur, the Principal Amount shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without recourse other than as specifically set forth herein.

6. Subordination. Notwithstanding any other provisions of this Note, but subject to Section 5.3, by its acceptance of this Note the Holder acknowledges and agrees that the obligations of the Maker under this Note shall be subordinate in all respects to the obligations of the Maker under each of the Facilities.

7. Miscellaneous.

7.1 Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication or constitute a breach of this Note.

7.2 Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.

7.3 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of New York, without regard to any conflict of law provisions thereof.

7.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.5 Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN Section 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

7.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

7.7 Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

7.8 Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

7.10 Automatic Cancellation. After the Principal Amount outstanding under this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.

IN WITNESS WHEREOF, the Maker has executed this Note as of February 21, 2023.

[Signature Page to UNQL – ULHL Master SPA $2M Excess Net Assets Promissory Note]

Exhibit 10.19

STOCK PURCHASE AGREEMENT

BY AND AMONG

UNIQUE LOGISTICS INTERNATIONAL, INC.

AND

FRANGIPANI TRADE SERVICES, INC.

DATED AS OF February 21, 2022

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 21^st day of February, 2023, by and between Unique Logistics International, Inc., a Nevada corporation (“UNQL”) and Frangipani Trade Services, Inc., a New York corporation (“FTS”).

WHEREAS, UNQL desires to purchase, directly or indirectly, in UNQL’s sole discretion, through an affiliate of UNQL (a “UNQL Affiliate”, and together with UNQL, the “Buyer”) from FTS, and FTS desires to sell to the Buyer all of the 458,370 equity shares of Unique Logistics International (India) Private Ltd., an India corporation (“ULII”), owned by FTS as of the date hereof (the “Purchased Shares”), free and clear of Encumbrances (as defined below) (as more fully described below, the “Acquisition 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:

“Acquisition Transaction” means FTS shall sell to and the Buyer shall purchase from FTS, 458,370 (Four hundred Fifty-Eight thousand Three hundred Seventy) equity shares (the Purchased Shares) owned and held by FTS on the date of this Agreement of Unique Logistics International (India) Private Limited (the Company) together with all rights attached or accruing on and from closing date.

“Adjusted Net Assets” means the aggregate amount equal to (i) shareholder’s equity less (ii) the net book value of the fixed assets less (iii) intangible assets less (iv) goodwill.

“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 Date” means the date of this Agreement as set forth above.

“Business Day” means a weekday on which banks are open for general banking business in Durham, North Carolina and also in New York.

“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.

“Closing” means the consummation of the purchase and sale of the Purchased Shares, as set forth in Section 3.01 of this Agreement.

“Closing Date” refers to the date on which the Closing actually takes place.

“Closing Transaction Fees” means unpaid Transaction Fees (defined below) as of the Closing Date.

“Confidential Data” has the meaning ascribed in ARTICLE V.

“Confidential Information” means any confidential or proprietary property, knowledge or information of ULII 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 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(s)” 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 X.

“Earn-Out Payment(s)” has the meaning ascribed to it in Section 3.03.

“EBITDA” means the earnings before interest, taxes, depreciation, and amortization.

“Encumbrance” means any encumbrance, 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.

“Estimated Adjustment Amount” has the meaning ascribed in ARTICLE III.

“Excess Amount” means the amount, if any, by which the Estimated Closing Purchase Price is more than the Final Purchase Price.

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

“Financial Statements” has the meaning ascribed to it in ARTICLE V.

“Fundamental Representations” means each of the representations and warranties contained in Section 5.1 (Organization and Good Standing) and Section 5.2 (Capitalization).

“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).

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

“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.

“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).

“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 ULII, (b) the ability of FTS to consummate the transactions contemplated by this Agreement or to perform any of its obligations under this Agreement, or (c) the Buyer’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the shares of ULII.

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

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

“Pre-Closing Period” has the meaning ascribed in ARTICLE VII.

“Post-Closing Consideration” has the meaning ascribed to it in ARTICLE III.

“Purchase Price” has the meaning ascribed to it in ARTICLE III and means the price to be paid by the Buyer to FTS for acquisition of 458,370 equity shares owned by FTS of Unique Logistics International (India) Private Limited.

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

“Related Party” means a party, whether an individual, corporation, partnership, association, limited liability company or any other form or business association or other entity whatsoever, related to any vendor by blood, marriage, ownership or contract through which the party has a relationship of ownership or other interest with the vendor so that the party will actually or by effect receive or control a portion of the benefit, profit or other consideration from performance of a vendor contract with the party receiving an amount that meets or exceed five percent of the total contract amount.

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

“Shortfall Amount” means the amount, if any, by which the Estimated Closing Purchase Price is less than the Final Purchase Price.

“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.

“Transaction Fees” means all fees, costs and expenses incurred by the ULII in connection with this Agreement or the consummation of the transactions contemplated hereby, including: (a) all brokers’, finders’ or investment bankers’ fees incurred by or on behalf of the ULII in connection with the negotiation, preparation, execution and consummation of the transactions contemplated by this Agreement; (b) fees and expenses of legal counsel or other professional advisors incurred by or on behalf of the ULII in connection with consummation of the transactions contemplated by this Agreement; and (c) all transaction, change in control (single trigger), stay, transaction, retention, severance, termination or similar payments payable by the ULII to employees solely as a result of the consummation of the transactions contemplated hereby (whether paid or provided for following the Closing Date.

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

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, FTS shall sell, assign, convey, transfer and deliver to the Buyer, and the Buyer, by the Buyer’s payment of the Purchase Price, purchase and acquire from FTS, FTS’s right, title and interest, free and clear of all Encumbrances in and to all of the Purchased Shares.

Article III. PURCHASE PRICE; PUCHASE 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, Buyer shall pay to FTS (in the manner described in the next sentence) an aggregate sum (the “Purchase Price”) equal to: (i) $500,000 (the “Initial Purchase Price”), which shall be allocable as set forth, and subject to purchase price adjustment set forth in Section 3.02 below; plus (ii) the Adjusted Net Asset Adjustment Amount (as defined below); plus (iii) the estimated Adjustment Amount payable to the FTS (“Estimated Adjustment Amount”), which may be a positive or negative number, plus (iv) the Earn-Out Payment amount as set forth in Section 3.03. The Initial Purchase Price shall be paid by the Buyer at the Closing by delivery to FTS of a promissory note in the principal amount of $500,000, carrying no interest, and maturing twenty-four (24) months from the Closing Date (the “Frangipani Note”). Any amounts due and payable hereunder may be paid, in the sole discretion of the Buyer, in cash or by delivery of one or more promissory notes. I

Section 3.02 Purchase Price Adjustments.

(a) Pre-Closing.

(b) Post-Closing.

(c) Disagreement and Resolution.

(d) Aggregate True-Up. Any amounts owing and payable between the Buyer and FTS pursuant to any of this Section 3.02 shall be set-off against any other amount or amounts owed and payable between the parties, such that only a net amount (the “Adjusted Net Amount”) shall be paid (“Purchase Price Adjustments”), and shall be accompanied by interest on such amounts from the due date for such payment through the date paid at the rate of 10% per annum, compounded annually.