Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K, filed with the
On
Percentage Ownership Name of Company Number of shares / equity interest Acquired
(India) Private Limited 850,261 Equity Shares 65 %
ULI (North & East China)
Limited 75,000 Ordinary Shares 50 %
Co., Ltd 500,000 Ordinary Shares 50 % TGF Unique Limited 99,999 Ordinary Shares 49.99 %
(H.K.) Limited 1,000,000 Ordinary Shares 100 %
(Vietnam) Co., Ltd. 65% of the total charter capital 65 % ULI (South China) Limited 7,000 Ordinary Shares 70 %
(South China) Limited 630,000 Ordinary Shares 70 %
The aggregate consideration for the Purchased Shares pursuant to the Local
Purchase Agreements is
Pursuant to the Local Purchase Agreements, the Company and the Seller agreed
that all fixed and ad valorem stamp duty payable in respect of the transfer of
the Purchased Shares shall be borne by the Company and the Seller in equal
shares, and the Seller agreed to deliver a check on account of the Purchased
Shares of the
The Local Purchase Agreements contain customary representations, warranties, covenants, and other terms for transactions of a similar nature. The closing of the transaction contemplated by the Purchase Agreement is subject to various conditions described herein and set forth in the Purchase Agreement.
The transactions contemplated by the Local Purchase Agreements shall be contingent upon and subject to successful completion of the Company's Financing as defined in the Purchase Agreement.
The Purchase Agreement, including the exhibits thereto and related agreements,
filed with the Company's Form 8-K dated
Item 1.01 of this Current Report on Form 8-K contains only a brief description
of the material terms of and does not purport to be a complete description of
the rights and obligations of the parties to the Local Purchase Agreements, and
such description is qualified in its entirety by reference to the
Item 9.01. Exhibits. (d) Exhibits Exhibit No. Exhibit 10.1 Stock Purchase Agreement, datedApril 28, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed onMay 3, 2022 ). 10.2* Share Sale and Purchase Agreement (Unique Logistics International (India )Private Limited ), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.3* Share Sale and Purchase Agreement (ULI (North & East China)Company Limited ), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.4* Share Sale and Purchase Agreement (Unique Logistics International Co. , Ltd), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.5* Share Sale and Purchase Agreement (TGF Unique Limited ), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.6* Share Sale and Purchase Agreement (Unique Logistics International (H.K.) Limited), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.7* Share Sale and Purchase Agreement (Unique Logistics International (Vietnam ) Co., Ltd.), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.8* Share Sale and Purchase Agreement (Unique Logistics International (ULI (South China) Limited), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 10.9* Share Sale and Purchase Agreement (Unique Logistics International (Unique Logistics International (South China) Limited), datedSeptember 13, 2022 , by and betweenUnique Logistics International, Inc. andUnique Logistics Holdings Limited . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to theSecurities and Exchange Commission upon its request.
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