Unique Logistics International Inc (UNQL)

[LJ-Bodhi]

"Unique Logistics has the right to terminate the Merger Agreement if Edify has not provided the Debt Facility (as defined below) or alternative debt financing by February 5, 2023 (or a later date as determined by Unique Logistics in its sole discretion). “Debt Facility” means the senior secured financing facility in the maximum aggregate principal amount of $35,000,000 to be provided by CB Agent Services LLC (and such other lenders as are party thereto) to Unique Logistics, on such terms and conditions as are set forth in that certain term sheet set forth as Exhibit A to the Commitment Letter, dated as of December 18, 2022, provided by CB Agent Services LLC (and/or such other lenders as are party thereto) to Unique Logistics, consisting of (a) an initial term loan facility in the original principal amount up to $25,000,000, and (b) a $10,000,000 delayed draw term loan facility."