Exhibit
10.1


 


SECOND
AMENDMENT

 TO


REVOLVING
PURCHASE, LOAN AND SECURITY AGREEMENT


 


This
SECOND AMENDMENT TO REVOLVING PURCHASE, LOAN AND SECURJTY AGREEMENT (this “Amendment”) is entered into as of
September 17, 2021, by and between UNIQUE LOGISTICS INTERNATIONAL, INC., a Nevada corporation (“Parent”), UNIQUE
LOGISTICS HOLDINGS, INC., a Delaware corporation (“Holdings”) UNIQUE LOGISTICS INTERNATIONAL (NYC), LLC, a
Delaware limited liability company (“New York”), UNIQUE LOGISTICS INTERNATIONAL (BOS), INC., a Massachusetts
corporation (“Boston” and, together with Parent Holdings and New York, collectively, “Seller”) and TBK
BANK, SSB, a Texas State Savings Bank (“Purchaser”).


 


WHEREAS,
Seller and Purchaser have entered into financing arrangements as set forth in that certain Revolving Purchase, Loan and Security Agreement,
dated June I, 2021, by and between Seller and Purchaser (as amended, restated, renewed, extended, supplemented, substituted and otherwise
modified from time to time, the “Loan Agreement”); and


 


WHEREAS,
Seller has requested that Purchaser make certain amendments to the Loan Agreement in accordance with the terms hereof.


 


NOW,
THEREFORE, upon the mutual agreements and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


I.
Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in the Loan
Agreement.


 


		2.	Amendments.



 


(a)         Maximum
Facility. Section 37 of Exhibit I to the Loan Agreement is deleted in its entirety and the following substituted therefor:


 


“37.
“Maximum Facility” - (a) during the Temporary Increase Period, Forty Seven Million Five Hundred Thousand Dollars ($47,500,000)
and (b) at all times thereafter, Thirty Million Dollars ($30,000,000).”


 


(b)           Temporary
Increase Period. Section 53 of Exhibit I to the Loan Agreement is deleted in its entirety and the following substituted therefor:


 


“53.
“Temporary Increase Period” means the period commencing on August 4, 2021 through and including January 31, 2022.”


 


3.             Amendment
Closing Fee. In addition to all other fees, costs and expenses payable by Seller to Purchaser under the Loan Agreement, Seller shall
pay to Purchaser an amendment closing fee equal to $37,500 (the “Amendment Closing Fee”). The Amendment Closing Fee
shall be fully earned, due and payable as of the date hereof and nonrefundable in any event.


 




    	 



     


    

 


4.             Conditions
to Effectiveness. The effectiveness of this Amendment shall be subject to the receipt by Purchaser of an original (or electronic
copy) of this Amendment duly authorized, executed and delivered by Seller.


 


5.             Effect
of this Amendment. Except as amended pursuant hereto, no other amendments or modifications to the Loan Agreement are intended or
implied and in all other respects the Loan Agreement is hereby specifically ratified, restated and confirmed by all parties hereto as
of the effective date hereof. To the extent of conflict between the terms of this Amendment and the Loan Agreement, the terms of this
Amendment shall control.


 


6.             Further
Assurances. Seller shall execute and deliver such additional documents and take such additional action as may be reasonably requested
by Purchaser to effectuate the provisions and purposes of this Amendment.


 


7.             Binding
Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors
and assigns.


 


8.             Governing
Law. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of Texas (without giving effect to principles of conflict of laws).


 


9.             Counterparts.
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures
were upon the same instrument. Delivery of an executed counterpart of the signature page to this Amendment by facsimile shall be effective
as delivery of a manually executed counterpart of this Amendment, and any party delivering such an executed counterpart of the signature
page to this Amendment by facsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this
Amendment to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Amendment.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	2



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their authorized officers as of the
day and year first above written.


 


	SELLER:	 
	 	 	 
	UNIQUE
    LOGISTICS INTERNATIONAL, INC.	 
	 	 	 
	By:	/s/
    Sunandan Ray	 
	Name:	Sunandan
    Ray	 
	Title:	CEO	 
	 	 	 
	UNIQUE LOGISTICS HOLDINGS, INC.	 
	 	 	 
	By:	/s/
    Sunandan Ray	 
	Name:	Sunandan
    Ray	 
	Title:	CEO	 
	 	 	 
	UNIQUE
    LOGISTICS INTERNATIONAL (NYC), LLC	 
	 	 	 
	By:	/s/
    Sunandan Ray	 
	Name:	Sunandan
    Ray	 
	Title:	CEO	 
	 	 	 
	UNIQUE
    LOGISTICS INTERNATIONAL (BOS), INC.	 
	 	 	 
	By:	/s/
    Sunandan Ray	 
	Name:	Sunandan
    Ray	 
	Title:	CEO	 
	 	 	 
	PURCHASER:	 
	 	 	 
	TBK
    BANK, SSB	 
	 	 	 
	By:	/s/
    Anthony Epperson	 
	Name:	Anthony
    Epperson	 
	Title:	Vice
    President	 


 


[Signature
Page to Second Amendment to Loan Agreement]