Entry into a Material Definitive


 


Purchase
Money Financing Agreement


 


On
September 8, 2021 (the “Effective Date”), Unique Logistics International, Inc. (the “Company”) entered into a
Purchase Money Financing Agreement (the “Financing Agreement”) with Corefund Capital, LLC (“Corefund”). in order
to enable the Company to finance additional cargo charter flights for the peak shipping season. All capitalized terms not defined herein
are defined in the Financing Agreement.


 


Pursuant
to the Financing Agreement, the Company may, from time to time, request financing from Corefund to enable the Company to engage
Supplier to provide chartered cargo flights for the Company’s clients. The Company may also request that Corefund tender
payments directly t o Supplier. Corefund requires payments from Buyer to be made to a Deposit Account Control Agreement account at an
agreed upon bank where Corefund is sole director and accessor to the account for the term of the relationship.


 


As
collateral securing the Obligations, the Company granted Corefund a continuing security interest in the Collateral subject to the security
interest granted pursuant to that certain Revolving Purchase, Loan and Security Agreement, dated as of June 2, 2021. Immediately upon
an Event of Default, all outstanding Obligations shall accrue interest at the rate of 0.1% (one-tenth of one percent) per day. If the
Company substantially ceases operating as a going concern, and the proceeds of Collateral created after the occurrence of an Event of
Default (the “Default”) are in excess of the Obligations at the time of Default, the Company shall pay to Corefund a liquidation
success premium of 10 percent of the amount of such excess.


 


The
Financing Agreement contains ordinary and customary provisions for agreements and documents of this nature, such as representations,
warranties, covenants, and indemnification obligations, as applicable. The foregoing is only a summary description of the terms of the
Financing Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement
filed as Exhibit 10.1 to this Current Report on Form 8-K.


 


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


 


The
information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein
by reference.


 


Item
9.01. Financial Statements and Exhibits.


 


(d)

Exhibits

.


 




Exhibit


No.


 


Description



Exhibit
10.1


 


Financing Agreement



 



 


 



 


SIGNATURES


 


Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


 




 


UNIQUE
LOGISTICS INTERNATIONAL, INC.



 


 


 



Dated:
September 13, 2021


By:


/s/
Sunandan Ray



 


 


Sunandan
Ray



 


 


Chief
Executive Officer



 



 



 



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