Edify Acquisition : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced, on December 18, 2022, Edify Acquisition Corp., a Delaware corporation ("Edify" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Edify, Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Edify ("Merger Sub"), and Unique Logistics International, Inc., a Nevada corporation ("Unique Logistics"). The Merger Agreement provides, among other things, that on the terms and subject to the conditions of the Merger Agreement, and in accordance with the Nevada Revised Statutes and other applicable laws, Merger Sub will merge with and into Unique Logistics (the "Merger"), with Unique Logistics being the surviving corporation of the Merger and a wholly-owned subsidiary of Edify. The proposed Merger is expected to be consummated after receipt of the required approvals from the stockholders of Edify and Unique Logistics and the satisfaction of certain other conditions to closing. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Additionally, as previously announced, concurrently with the execution of the Merger Agreement, Edify entered into an Amended and Restated Letter Agreement (the "Letter Agreement") with Colbeck Edify Holdings, LLC, a Delaware limited liability company, (the "Sponsor") Unique Logistics and the other parties thereto, pursuant to which the Sponsor agreed to, among other things, forfeit 1,713,139 of its founder shares contingent upon the closing of the transactions contemplated by the Merger Agreement.

As previously disclosed, on March 10, 2023, in connection with the transactions contemplated by the Merger Agreement, Unique Logistics entered into a Financing Agreement (the "Financing Agreement") and related fee letter as borrower with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, CB Agent Services LLC as origination agent, and Alter Domus (US) LLC as collateral agent and administrative agent, consisting of (a) an initial term loan facility in the original principal amount of $4,210,526.32 and (b) delayed draw term loan facility in the original principal amount of $14,789,473.70.

On September 13, 2023, Unique Logistics, the lenders party thereto, CB Agent Services LLC as origination agent, and Alter Domus (US) LLC as collateral agent and administrative agent, entered into the Waiver and Amendment No. 1 to Financing Agreement (the "Amended Financing Agreement") that waived certain existing events of default, consented to the maturity extension of a seller note and certain upcoming transactions, amended the testing periods for certain financial covenants and increased the delayed draw term loan commitments by $1,192,174.74.

Acknowledgment and Waiver Agreement

On September 18, 2023, Edify, Merger Sub and Unique Logistics entered into an Acknowledgement and Waiver Agreement, pursuant to which: (i) Unique Logistics acknowledged the condition to Closing set forth in Section 10.03(g) of the Merger Agreement (the "Financing Condition") will be fully satisfied and discharged in full (a) upon the funding of the Delayed Draw Term Loan B Commitment (as defined in the Amended Financing Agreement) in accordance with the terms of the Amended Financing Agreement and (b) the receipt by Unique Logistics of $9,500,000 as proceeds of the Delayed Draw Term Loan B Commitment under the Amended Financing Agreement; (ii) Unique Logistics acknowledged that upon the satisfaction of the Financing Condition, its right to terminate the Merger Agreement set forth in Section 11.01(g) of the Merger Agreement will be automatically and fully waived; (iii) Section 12.05(a) of the Merger Agreement was modified such that Buyer Transaction Expenses (as defined therein) may not exceed $9,500,000; and (iv) Unique Logistics consented to the amendment of Section 11.01(c) of the Merger Agreement to extend the Termination Date to the later of (a) February 20, 2024 and (b) a date reasonably determined by Edify, but no later than May 15, 2024, that provides a customary period of time following the Registration Statement having been declared effective by the SEC in order to consummate the Transactions.

The foregoing summary of the Acknowledgement and Waiver Agreement is qualified in its entirety by the text of Acknowledgement and Waiver Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K (the "Current Report").