UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

 Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

UNIQUE LOGISTICS INTERNATIONAL, INC.

154-09 146th Ave

Jamaica, NY 11434

(678) 365-6004

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT AND DISSENTERS’ RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To the Holders of Common Stock of Unique Logistics International, Inc.:

The accompanying information statement and this advance notice statement regarding dissenter’s rights pursuant to Section 92A.303 of the Nevada Revised Statutes (the “NRS”) is being furnished to the holders of record of the outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), of Unique Logistics International, Inc., a Nevada corporation (the “Company,” “Unique Logistics,” “we,” “us,” or “our”), in connection with the Agreement and Plan of Merger, dated as of March 11, 2025 (the “Merger Agreement”), by and among the Company, DP World Logistics US Holdings, Inc., a Delaware corporation (“DP World US”), and Unique Merger Co., a Nevada corporation and a wholly-owned subsidiary of DP World US (“Merger Sub”). A copy of the Merger Agreement is attached as Annex A to the information statement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly-owned subsidiary of DP World US in accordance with applicable law (the “Merger”). At the effective time of the Merger (the “Effective Time”), (i) each share of Common Stock issued and outstanding as of immediately prior to the Effective Time will be cancelled and will convert automatically into the right to receive an amount of cash, without interest and subject to any applicable withholding obligations, equal to the quotient of $35,855,000 divided by the number of shares of Common Stock outstanding immediately prior to the Effective Time on a fully diluted, as-converted to Common Stock basis, including the number of shares of Common Stock issuable upon the conversion  of the Company’s convertible preferred stock, $0.001 par value per share, including the Series A Convertible Preferred Stock, $0.001 par value per share, Series B Convertible Preferred Stock, $0.001 par value per share, Series C Preferred Stock, $0.001 par value per share and Series D Preferred Stock $0.001 par value per share (collectively, the “Preferred Stock”), and upon full exercise, exchange or conversion of all rights to acquire Common Stock or instruments convertible into Common Stock, rounded to the nearest ten-thousandth (the “Per Share Merger Consideration”) and (ii) each share of Preferred Stock issued and outstanding as of immediately prior to the Effective Time will be cancelled and will convert automatically into the right to receive an amount of cash, without interest and subject to any applicable withholding obligations, equal to the product of (A) the number of shares of Common Stock into which such share of Preferred Stock is convertible in accordance with the certificate of designations for such series of Preferred Stock and (B) the Per Share Merger Consideration, in each case except as otherwise provided in the Merger Agreement with respect to Excluded Shares and Dissenting Shares (as such terms are defined in the accompanying information statement), and provided that certain stockholders will be subject to a holdback arrangement whereby a portion of their aggregate Per Share Merger Consideration will be withheld by DP World US and paid following consummation of the Merger subject to terms and conditions set forth in a separate agreement.

The Board of Directors of the Company (the “Board”) has (i) determined that it is in the best interests of the Company and its stockholders to enter into the Merger Agreement and (ii) approved the Merger Agreement and the transactions contemplated thereby (together with the Merger, the “Transactions”), including the Merger, and adopted the plan of merger set forth therein.

The approval of the Merger Agreement required that the Company’s stockholders approve the plan of merger set forth in the Merger Agreement by the affirmative vote (at a meeting or by written consent) of a majority of the voting power of the Unique Logistics stockholders, with the holders of the Series A Preferred Stock and the Series B Preferred Stock voting together with the holders of the Common Stock on an as-converted basis (the “Company Stockholder Approval”). On March 11, 2025, following the execution and delivery of the Merger Agreement, holders of Common Stock and the Series A and Series B Preferred Stock representing an aggregate of 94.0% of the outstanding voting power of the Company’s stockholders as of March 11, 2025, the record date for determining stockholders entitled to vote on the approval of the Merger Agreement, delivered written consents, which are attached to this information statement as Annex B, constituting the Company Stockholder Approval. As a result, no further action by any other holder of shares of Common Stock is required under applicable law or the Merger Agreement (or otherwise) to approve the Merger Agreement, the Merger and the other Transactions, and the Company will not be soliciting your vote for or consent to the approval of the Merger Agreement, the Merger and the other Transactions, and will not call a stockholders’ meeting for purposes of voting on the approval of the Merger Agreement, the Merger and the other Transactions.

Under Section 92A.380 of the NRS, if the Merger is completed, subject to compliance with the requirements of Sections 92A.300 through 92A.500 of the NRS, holders of our Common Stock, other than Frangipani Trade Services, Inc., a New York corporation that is 100% owned by Sunandan Ray, the Company’s President and Chief Executive Officer, and any other Consenting Company Stockholder that beneficially owns any Common Stock, if any, that have waived such rights, will have the right to dissent and demand payment in an amount that DP World estimates to be the fair value of their shares of Common Stock (each holder of Preferred Stock has also waived such rights). Each dissenter will then have the right to contest DP World US’s estimate of fair value. In order to exercise your dissenter’s rights, you must provide to the Company written notice of your intent to assert dissenter’s rights and demand payment for your shares of Common Stock (a “statement of intent”) if the Merger is effectuated no later than [●], 2025, which is 15 days after the date that this this advance notice statement regarding dissenter’s rights pursuant and the accompanying information statement is first being sent, and comply precisely with other procedures set forth in Sections 92A.300 through 92A.500 of the NRS, which are included as Annex C to the accompanying information statement. Any such statement of intent should be sent to the Company as follows:

Unique Logistics International, Inc.

154-09 146th Avenue

Jamaica, New York 11434

Attn: Sunandan Ray, Chief Executive Officer

You shall be deemed to have waived the right to assert dissenter’s rights with respect to your shares of Common Stock unless the required statement of intent is received by the Company by [●], 2025.

You will also be required to send a second notice along with any stock certificates to the Company as further described in the accompanying information statement.

This notice and the accompanying information statement constitute notice to you from us of the availability of dissenter’s rights under Sections 92A.300 through 92A.500 of the NRS in connection with the Merger, including the advance notice statement required pursuant to Section 92A.303 of the NRS.

The accompanying information statement is for informational purposes only. We urge you, however, to read the information statement in its entirety, including the annexes to the information statement and the other documents to which we refer in the information statement, for a more complete description of the transactions referenced above and the actions taken by the Board.

We thank you for your continued support and interest in the Company.

BY ORDER OF THE BOARD OF DIRECTORS,

Sunandan Ray

Chief Executive Officer

[●], 2025

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This notice and the accompanying information statement are dated [●], 2025, and are being mailed to stockholders on or about [●], 2025.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

The questions and answers below highlight only selected information from this information statement and only briefly address some commonly asked questions as they pertain to the Merger Agreement and the Merger. The following questions and answers do not include all the information that may be important to you as a stockholder of Unique Logistics. Please refer to the section entitled “Summary” and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to in this information statement, each of which you should read carefully.

Q: What is the proposed transaction and what effects will it have on Unique Logistics?

A: The proposed transaction is the acquisition of the Company by DP World US. Once the closing conditions to the Merger have been satisfied or waived (to the extent waivable) and upon the terms and subject to the other conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company. The Company will be the Surviving Corporation of the Merger and become a wholly-owned subsidiary of DP World US, the Common Stock will cease to be quoted on OTC Markets and the Company will no longer file any reports with the Securities and Exchange Commission (the “SEC”).

Q: What will I receive in the Merger?

A: Upon completion of the Merger and subject to the terms and conditions of the Merger Agreement, you will receive your pro rata share of the Merger Consideration, which is $35,855,000 in cash, without interest, based on your ownership of shares of Common Stock on a fully diluted and as-converted to Common Stock basis, unless you property exercise dissenter’s rights pursuant to Sections 92A.300 through 92A.500 of the NRS and do not withdraw from the appraisal process or otherwise lose such dissenter’s rights pursuant to the NRS. For example, based on the number of shares of Common Stock outstanding on a fully diluted, as-converted to Common Stock basis on [●], 2025, we expect that the Per Share Merger Consideration will be $0.0037. Assuming that this is the actual Per Share Merger Consideration, then if you own 100,000 shares of Common Stock immediately prior to the Effective Time, you will be entitled to receive $370 in cash, without interest, in exchange for your shares of Common Stock. Upon completion of the Merger, you will not own any equity interest in the Surviving Corporation and you will not have any interest in the Surviving Corporation’s future earnings or growth.

Q: Can the Merger Consideration change?

A: No, the Merger Consideration is fixed. The Merger Consideration will not increase even if the Company’s results of operations improve or as a result of any changes in the trading price of the Common Stock. Conversely, the Merger Consideration will not decrease if the Company’s results of operations deteriorates or as a result of any changes in the trading price of the Common Stock. See the section titled “The Merger Agreement – Consideration to be Received in the Merger.”

Q: When do you expect the Merger to be completed?

A: We expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived and subject to the other terms and conditions set forth in the Merger Agreement, though in no case will the Merger be completed prior to 20 days after we have mailed this information statement to our stockholders. We currently expect to complete the Merger during the second quarter of 2025, though we cannot assure completion by any particular date, or at all.

Q: What happens if the Merger is not completed?

A: If Unique Logistics and DP World US do not complete the Merger, Unique Logistics will remain an independent company, you will not receive your pro rata share of the Merger Consideration as payment for your shares of Common Stock and you will continue to hold the shares of Common Stock that you currently own. Additionally, the Company would continue to file reports with the SEC, and we expect that the Common Stock would continue to be quoted on OTC Markets for the foreseeable future.

Q: Will I owe taxes as a result of the Merger?

A: The exchange of shares of Company Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Therefore, a United States Holder (as defined in the section titled “The Merger – Material United States Federal Income Tax Consequences of the Merger”) receiving cash in the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between (i) the amount of cash the United States Holder received (determined before deduction of any applicable withholding taxes) and (i) the adjusted tax basis of the surrendered shares of Company Stock.

A Non-United States Holder (as defined in the section titled “The Merger – Material United States Federal Income Tax Consequences of the Merger”) will generally not be subject to U.S. federal income tax on any gain resulting from the exchange of shares of Company Stock pursuant to the Merger, unless such holder has certain connections to the United States (as described further in the section titled “The Merger – Material United States Federal Income Tax Consequences of the Merger”), but the Merger could be a taxable transaction to such holder under non-U.S. tax laws applicable to such holder.

Q: Why am I not being asked to vote on or consent to the Merger?

A: Effecting the Merger requires the approval of the Merger Agreement by stockholders of the Company holding a majority of the voting power of the stockholders. Nevada law and the Company’s Amended and Restated Bylaws permit stockholders with an aggregate of a majority of the outstanding shares of Company Stock (or whatever different proportion of voting power is required by law, the Company’s Amended and Restated Articles of Incorporation or the Company’s Bylaws) to act by written consent in certain circumstances, including in connection with the approval of transactions such as the Merger. On March 11, 2025, following the execution and delivery of the Merger Agreement, the Consenting Company Stockholders, which on such date beneficially held more than a majority of the voting power of the Company’s stockholders, executed and delivered the Written Consents, thereby providing the Company Stockholder Approval for the Merger. Therefore, your vote or consent is not required and is not being sought and the Company will not be calling a special meeting of its stockholders for purposes of voting on the adoption of the Merger Agreement or otherwise in connection with the Transactions. We are not asking you for a proxy and request that you not send us a proxy.

Q: Why did I receive this information statement?

A: Applicable securities laws and regulations require us to provide you with notice a copy of the Written Consents that were delivered by the Consenting Company Stockholders as well as other information regarding the Merger, even though your vote or consent is neither required nor requested to approve or authorize the Merger Agreement or complete the Merger.

Q: Did the Board approve and recommend the Merger Agreement?

A: Yes. Among other things, the Board has (i) determined that it is in the best interests of the Company and its stockholders to enter into the Merger Agreement, (ii) approved the Merger Agreement and the Transactions, including the Merger, and adopted the plan of merger set forth therein, and (iii) recommended the plan of merger set forth in the Merger Agreement to the stockholders of the Company and that the stockholders of the Company approve such plan of merger.

Q: What happens if I sell my shares before completion of the Merger?

A: If you transfer your shares of Common Stock before consummation of the Merger, you will also have transferred the right to receive your pro rata share of the Merger Consideration and will lose your dissenter’s rights. In order to receive the Merger Consideration or exercise dissenter’s rights, you must hold your shares of Common Stock through the Effective Time.

Q: Do I need to do anything to surrender my shares of Common Stock and receive my pro rata share of the Merger Consideration?

A: Yes. If the Merger is completed, DP World US will cause the Paying Agent to mail to each record holder of shares of Company Stock a letter of transmittal with instructions for effecting the surrender of the certificates representing such shares or the transfer of any such shares in book-entry form in exchange for their portion of the Merger Consideration (less, with respect to Great Eagle Freight Limited and Frangipani Trade Services, Inc., the Holdback Amounts).

If you hold your shares of Common Stock in “street name” through a broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the Merger Consideration. You should not take any action now to surrender any shares of Company Stock. Do not send in any certificates representing shares of Common Stock now.

Q: Do I have appraisal or dissenter’s rights if I object to the proposed Merger?

A: Yes. Under Section 92A.380 of the NRS, if the Merger is completed, subject to compliance with the requirements of Sections 92A.300 through 92A.500 of the NRS, you will have the right to dissent and demand payment in an amount that DP World US estimates to be the fair value of the shares of Common Stock. Each dissenter will then have the right to contest DP World US’s estimate of fair value. In order to exercise your dissenter’s rights, you must (i) provide to the Company a written statement of intent to assert dissenter’s rights and demand payment for your shares of Common Stock if the Merger is effectuated within 15 days after the mailing of this information statement and (ii) deliver to the Company (prior to the Effective Time) or DP World US (after the Effective Time) a written demand for payment no later than 30 days after the mailing of this information statement, and otherwise comply with the requirements of Sections 92A.300 through 92A.500 of the NRS, a copy of which is included as Annex C to this information statement. This information statement shall constitute notice to you from Unique Logistics of the availability of dissenter’s rights under Sections 92A.300 through 92A.500 of the NRS.

Q: What happens if a third party makes an offer to acquire the Company before the Merger is completed?

A: The Company’s rights to provide non-public information and engage in negotiations or discussions with third parties with respect to alternative transactions to the Merger, and the Board’s right to change its recommendation, under certain circumstances, ceased upon the Company’s receipt of the Written Consents on March 11, 2025, following the execution and delivery of the Merger Agreement.

Q: Where can I find more information about the Company?

A: The Company files annual, quarterly and current reports, proxy statements and other documents with the SEC. This information is available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to the section titled “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain forward-looking statements, including, without limitation, statements regarding forecasts and projections as described in the section titled “The Merger – Certain Company Financial Projections” and statements regarding the anticipated timing of the closing of the merger. All statements other than statements of historical facts included in this information statement are forward-looking statements, including those relating to future events or our future financial performance and financial guidance. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. These statements are only predictions based on the Company’s expectations and projections about future events as of the date of this information statement and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to:

We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

THE PARTIES TO THE MERGER AGREEMENT AND THEIR RELEVANT AFFILIATES

The parties to the Merger Agreement are Unique Logistics, DP World US, and Merger Sub.

Unique Logistics International, Inc.

154-09 146th Avenue

Jamaica, New York 11434

Phone: (678) 365-6004

Unique Logistics provides a full range of global logistics services by providing to its customers a robust international network that strategically supports the movement of its customers’ goods. Acting solely as a third-party logistics provider, Unique Logistics purchases available cargo space in volume from its network of carriers (such as airlines, ocean shipping, and trucking lines) and resells that space to its customers. Operating via its subsidiaries, Unique Logistics provides a range of international logistics services that enable its customers to outsource to Unique Logistics sections of their supply chain process. Unique Logistics’ primary services include air freight services, ocean freight services, customs brokerage and compliance services, warehousing and distribution services, and order management.

The Common Stock is quoted on the Pink tier of the OTC Markets under the trading symbol “UNQL.” Additional information about the Company is included in our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section titled “Where You Can Find More Information.”

DP World Group

The DP World group offers smart end-to-end supply chain logistics through an interconnected global network of business units in more than 75 countries across six continents, with a significant presence in both high-growth and mature markets. The DP World group has a track record of acquiring and integrating logistics businesses globally, including Unico Logistics (South Korea), Imperial Logistics (Sub Saharan Africa), syncreon (Americas and Europe), Cargo Services Far East (Hong Kong), Legend Logistics (Singapore) and Edge Worldwide (United Kingdom) and has become a leading global provider of end-to-end solutions that are designed to bring innovation, speed, efficiency, and reliability to the entire supply chain. DP World group’s activities in the logistics space encompass warehouse management, trucking, freight forwarding, barge operations and inland cargo depots and terminals. Further information regarding the DP World group’s business activities is available at: https://www.dpworld.com.

DP World Logistics FZE

DP World Logistics is the holding company for DP World group’s global logistics businesses. Its registered address is at JAFZA 17, 5^th Floor, Jebel Ali Free Zone, PO Box 17000, Dubai, United Arab Emirates.

DP World Logistics US Holdings, Inc.

2581 High Meadow Circle, Suite 250

Auburn Hills, MI 48326Phone: 248-377-4700

DP World US, a wholly owned subsidiary of DP World Logistics is the holding company for the DP World group’s logistics businesses in the U.S. After the consummation of the Merger, the Company will be a wholly-owned subsidiary of DP World US.

Unique Merger Co.

c/o DP World Logistics US Holdings, Inc.

2581 High Meadow Circle, Suite 250

Auburn Hills, MI 48326Phone: 248-377-4700

Merger Sub was formed in Nevada on February 28, 2025, solely for the purpose of entering into the Merger Agreement and consummating the Merger. Merger Sub is a direct, wholly-owned subsidiary of DP World US and has not engaged in any business, conducted any operations or incurred any liabilities or obligations, other than as incidental to its formation and in connection with the Merger. Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will continue as the Surviving Corporation and a wholly-owned subsidiary of DP World US.

THE MERGER

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board or the representatives of the Company and other parties.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and Company management have periodically reviewed, considered and assessed the Company’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. These reviews have included, among other things, consideration of potential opportunities for acquisitions and other potential financial and strategic alternatives, in each case with a view towards enhancing our stockholders’ value.

On December 18, 2022, the Company entered into an Agreement and Plan of Merger with Edify Acquisition Corp. (“Edify”), a special purpose acquisition company, and a direct, wholly owned subsidiary thereof, pursuant to which the Company would have become a wholly-owned subsidiary of Edify (the “Edify Acquisition Agreement”). The Edify Acquisition Agreement provided that, as a condition to closing of the transactions contemplated thereby, CB Agent Services LLC (“CB Agent Services”) (or a syndicate of lenders thereof) would provide to the Company a senior secured financing facility in the maximum aggregate principal amount of $35,000,000, unless the Company obtained alternative debt financing.

CB Agent Services was, however, unable to secure such financing for the Company, and on September 18, 2023, the parties to the Edify Acquisition Agreement entered into an Acknowledgement and Waiver Agreement providing that the financing condition to closing would be fully satisfied and discharged in full upon the payment of the remaining $9.5 million available to Unique Logistics under the Purchase Money Financing Agreement between the Company and Corefund Capital, LLC, dated as of September 8, 2021, directly to Edify’s service providers in satisfaction of Edify’s transaction expenses.

The parties thereto terminated the Edify Acquisition Agreement as of March 1, 2024.

During this time, Unique Logistics was independently looking for financing and/or a strategic investor to provide the funding it needed to continue its operations and to consummate planned and/or anticipated acquisitions. The Company entered into a nondisclosure agreement with a potential strategic investor in October 2023 and with a second potential strategic investor in August 2024. While there were discussions between representatives of the Company and each potential strategic investor both before and after entry into such nondisclosure agreements, through May 2024 and February 2025, respectively, neither resulted in a definitive offer to provide funding to/make an investment in the Company.

During the period from October 2023 through May 2024, Unique Logistics entered into discussions with another logistics company with respect to such company acquiring Unique Logistics. In December 2023, such company provided a preliminary letter of intent to Unique Logistics that offered a debt free, cash free price in a range of $75 million to $100 million to acquire 100% of Unique Logistics. In May 2024 the aforementioned company informed Unique Logistics that the proposed deal would have to wait until after December 2024 for further discussion as the company was engaged in another potential acquisition before then. The company also indicated that its preference was for asset heavy investment targets. There was no further contact with the company on the proposed transaction after May 2024.

In March 2024, a representative of Alcazar Capital Limited (“Alcazar”), a financial adviser representing DP World Logistics, contacted Colbeck Capital Management, LLC (“Colbeck”), an affiliate of CB Agent Services to inform Alcazar that DP World Logistics was looking for merger and acquisition targets of a particular size in United States, and asked if Colbeck knew of any U.S.-based logistics companies that might be an appropriate target. Colbeck had contacted Alcazar during the period when it was looking for strategic investors for Unique Logistics during the pendency of the Edify Acquisition Agreement, but Alcazar was not interested in discussing such while the transaction with Edify was pending.

On March 19, 2024, Alcazar presented Unique Logistics to DP World Logistics as a potential acquisition target.

On March 20, 2024, Alcazar and the Company entered into a non-disclosure agreement with respect to a potential transaction.

On March 21, 2024, Sunandan Ray, Unique Logistics’ President and Chief Executive Officer, and Samuel Sidiqi of Alcazar had a Teams meeting to discuss a potential transaction whereby a ports and terminals operator based in Dubai (not naming DP World Logistics) would acquire Unique Logistics.

On March 24, 2024, Unique Logistics provided a “Confidential Information Memorandum” to Alcazar, which provided background information on Unique Logistics including its business profile, financial performance history, financial outlook and management team.

On April 9, 2024, Mr. Sidiqi telephoned Mr. Ray to confirm that DP World Logistics was interested in exploring a possible acquisition of Unique Logistics.

During April and May, 2024, Alcazar conducted preliminary due diligence of Unique Logistics on behalf of DP World Logistics.

On June 5, 2024, Mr. Ray met with Mr. Sidiqi and Charbel Abou Jaoude, the Chief Executive Officer of Alcazar, at Colbeck’s office in New York City, to discuss the next steps in the discussions with DP World Logistics. Alcazar had arranged a meeting later that day with a person from DP World Logistics who was critical in the decision making process. Based on that meeting, DP World Logistics would decide whether to proceed further or not. Later that day, Mr. Ray met in-person with Anil Mohta, a representative of the DP World group, to discuss Unique Logistics’ business, Mr. Ray’s background and business strategies for Unique Logistics and the potential for Unique Logistics to contribute to the freight forwarding business of DP World Logistics.

On June 13, 2024, Mr. Sidiqi telephoned Mr. Ray, telling him that DP World Logistics had a “very positive response” following the June 5 meetings and was working on a structure for a potential transaction whereby DP World Logistics would acquire Unique Logistics.

During June, July and August 2024, there were multiple meetings and discussions, including in-person, by telephone or video conference, and via email, between Mr. Ray, Mr. Kay, Mr. Briones and on occasion Mr. Metelitsa of Lucosky Brookman LLP, Unique Logistics’ outside counsel, and members of DP World group’s mergers and acquisitions team.

On July 25, 2024, DP World Logistics and Unique Logistics executed a confidentiality agreement to facilitate the exchange of confidential information in connection with a potential transaction.

On July 26, 2024, Zayd Laher on behalf of DP World Logistics, emailed to Mr. Ray an executed, non-binding indication of interest outlining the basic parameters for a potential transaction whereby DP World Logistics or one of its wholly-owned subsidiaries would acquire 100% of the issued and outstanding share capital of Unique Logistics for cash. The indication of interest proposed, among other things: (i) a preliminary total enterprise value for Unique Logistics of $75 million; (ii) that Mr. Ray and Great Eagle would be subject to a holdback of 60.0% of their pro-rata share of the merger consideration, to be paid based on financial results for a three-year period commencing on the date of completion of the transaction; and (iii) that certain additional stockholders’ pro-rata share of the merger consideration would be subject to a holdback. The indication of interest also noted DP World Logistics’s intention that key members of Unique Logistics’ senior management team would continue their employment post-merger.

Unique Logistics executed the non-binding indication of interest, noting that its acceptance was subject to conditions set forth in a letter to DP World Logistics dated August 1, 2024, and delivered such letter and the fully executed indication of interest to Mr. Mohta via email on August 2, 2024. The referenced conditions related to the proposed holdback arrangement, including that the shareholders subject thereto might change but that such change would not impact the total amount thereof, a clarification with respect to Unique Logistics’ assumed debt level as set forth in the indication of interest, and that prior to the closing of the transaction there be a meeting between DP World Logistics and Mr. Ray to agree on a 12-month post-closing business plan and expansion strategy.

On August 26, 2024, DP World Logistics and Unique Logistics entered into an exclusivity agreement providing that beginning on such date and ending eight weeks after Unique Logistics communicated to the DP World group in writing that the virtual data room was materially populated, Unique Logistics (except with respect to DP World Logistics and its affiliates) would not, and would cause its representatives not to, directly or indirectly, initiate, solicit, knowingly encourage or facilitate, or accept the submission of, any inquiries, proposals or offers, that constitute or would reasonably be expected to lead to, any Acquisition Proposal, as defined therein, (ii) engage or participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, any Acquisition Proposal, (iii) take certain other actions in connection with or relating to any Acquisition Proposal, or (iv) take any other action that was inconsistent with, or that prevents or restricts the completion of, a possible acquisition of Unique Logistics by DP World Logistics or its designated affiliate.

On August 26, 2024, the Board held a meeting at which it discussed the terms of the non-binding indication of interest with DP World Logistics and the preliminary letter of intent that Unique Logistics had received from another logistics company in December 2023, discussed above. After discussing the terms of each, the Board determined that the offer from DP World Logistics was the better of the two offers and determined to move forward with a potential transaction with DP World Logistics. The Board also ratified its approval of the exclusivity agreement with DP World Logistics described immediately above.

On September 19, 2024, Mr. Ray communicated in writing that the virtual data room was sufficiently populated and that the eight week exclusivity period would begin on September 20, 2024. During September 2024 through December 2024, DP World Logistics and its representatives and outside advisers conducted due diligence of Unique Logistics. On November 5 and 6, 2024, representatives of DP World Logistics participated in in-person meetings with the senior management of the Company. On December 23, 2024, DP World US shared with Unique Logistics and Mr. Ray a revised enterprise value offer of $80 million.

On November 15, 2024, Unique Logistics and DP World Logistics extended the exclusivity period an additional two weeks to November 29, 2024, via email.  On January 12, 2025, representatives of Clifford Chance, DP World US’s outside counsel, delivered to Lucosky Brookman an initial draft of the Merger Agreement.

On January 15, 2025, Unique Logistics and DP World Logistics extended the exclusivity period via email until January 31, 2025, and on January 16, 2025, they agreed to extend the exclusivity period until February 28, 2025.

On January 22, 2025, the Board held a meeting attended by all three directors to discuss the proposed Merger. At this meeting, Mr. Ray presented the Board with an overview of the terms of DP World group’s offer, highlighting key points, in particular, (i) the $80 million enterprise value for Unique Logistics and that, after deducting and adding back cash and excess working capital, the equity value (the amount of the merger consideration to be paid to stockholders) would likely be in the range of $40-44 million, and (ii) that Mr. Ray and Great Eagle Freight were the only two shareholders of the Company to be subject to a “holdback,” while all other shareholders would receive cash for their share of the equity value at the closing of the transaction. Mr. Ray also updated the Board as to the status of the definitive transaction documents and informed the Board that Benchmark had been engaged to issue a fairness opinion. Mr. Ray also noted that Unique Logistics was then in default of its funding facilities with TBK Bank and CB Agent Services and its related lenders, and that waivers of such defaults were being issued solely because of the pending transaction with DP World US.

On January 22, 2025, representatives of Lucosky Brookman delivered to Clifford Chance a revised draft of the Merger Agreement that, among other things, (i) proposed delivery of the Written Consents concurrently, instead of after, execution of the Merger Agreement, and removed provisions that were only applicable until the Company secured the Company Stockholder Approval, (ii) added materiality and knowledge qualifiers to a number of the representations and warranties to be provided by Unique Logistics, and (iii) added that, with respect to actions by the Company between execution of the Merger Agreement and either termination or Closing that require the consent of DP World US, that such consent shall not be unreasonably conditioned, withheld or delayed.

On January 27, 2025, representatives of Lucosky Brookman and Clifford Chance held a Zoom meeting to discuss certain of Lucosky Brookman’s revisions to the initial draft of the Merger Agreement.

On January 28, 2025, representatives of Clifford Chance delivered to Lucosky Brookman an initial draft of the Stockholders Support Agreement.

On February 3, 2025, representatives of Lucosky Brookman delivered to Clifford Chance a revised draft of the Stockholders Support Agreement, and on February 5, 2025, representatives of Lucosky Brookman and Clifford Chance held a Teams meeting to discuss certain of Lucosky Brookman’s revisions to the initial draft of the Stockholders Support Agreement.

On February 11, 2025, representatives of Clifford Chance delivered to Lucosky Brookman a revised draft of the Stockholders Support Agreement that, among other things, added non-competition and non-solicitation provisions to the agreement and required the Owner Signatories to personally make the representations and warranties that the Company made in the Merger Agreement.

On February 17, 2025, representatives of Lucosky Brookman delivered to Clifford Chance a revised draft of the Stockholders Support Agreement, which primarily proposed revisions to the indemnification provisions thereof.

On February 18, 2025, representatives of Lucosky Brookman and Clifford Chance held a Teams meeting to discuss certain open items with respect to the Stockholders Support Agreement and the Merger Agreement.

On February 19, 2025, representatives of Clifford Chance delivered to Lucosky Brookman a revised draft of the Merger Agreement that, among other things, (i) removed materiality and knowledge qualifiers from certain of the representations and warranties to be provided by Unique Logistics, (ii) added certain additional representations and warranties to be made by the Company, (iii) removed the provision that where DP World US’s consent was required for the Company to take certain action, that such consent could not be unreasonably conditioned, withheld or delayed, and (iv) added closing conditions pertaining to the employment of Sunandan Ray, our President and Chief Executive Officer, and the maximum acceptable number of Dissenting Shares.

Also on February 19, 2025, representatives of Clifford Chance delivered to Lucosky Brookman a revised draft of the Stockholders Support Agreement that, among other things, again made revisions to the indemnification provisions thereof.

On February 24, 2025, representatives of the parties and their counsel held a Teams meeting to discuss open issues with respect to the Merger Agreement and the Stockholders Support Agreement.

On February 25, 2025, representatives of Lucosky Brookman delivered to Clifford Chance a revised draft of the Merger Agreement that, among other things, (i) added back materiality and knowledge qualifiers to certain of the representations and warranties to be provided by Unique Logistics, and (ii) provided that DP World US would pay certain Company indebtedness in connection with the Merger.

On February 27, 2025, the Board held a meeting for the purpose of (i) receiving a preliminary fairness opinion analysis from Benchmark and (ii) discussing the status of the Merger and the current drafts of the Merger Agreement and the Stockholders Support Agreement. All of the directors were present. Also in attendance were Eli Kay, the Company’s Chief Financial Officer, Lawrence Metelitsa and other attorneys from Lucosky Brookman and, from Benchmark, Jamil Aboumeri, who presented Benchmark’s preliminary fairness opinion analysis and its conclusions, and John J. Borer III. Following Mr. Aboumeri’s presentation of the financial analyses supporting the fairness opinion and related questions from the Board, Mr. Metelitsa provided the Board with an update on the Merger and the status of the transaction documents and answered various questions from the Board regarding the same.

Between February 25 and March 10, 2025, the Company and DP World US, with the assistance of their respective legal counsel, continued with DP World US’s due diligence efforts and negotiated the final terms of the Merger Agreement and the ancillary documents appearing as exhibits to the Merger Agreement, and the Stockholders Support Agreement.

On March 1, 2025, the executive committee of the ultimate parent of DP World US approved the Merger and the entry into the Merger Agreement and related transaction documents.

On March 1, 2025, DP World US informed Unique Logistics and Mr. Ray that DP World US’s final offer with respect to the Company’s total enterprise value would be $83,774,899.

On the evening of March 10, 2025, the Board held a meeting for the purpose of (i) receiving an updated fairness opinion analysis from Benchmark and (ii) discussing and voting upon the approval of the Merger Agreement and the Stockholders Support Agreement and related matters. All of the directors were present. Also in attendance were representatives of Lucosky Brookman and Mr. Aboumeri from Benchmark, who confirmed Benchmark’s updated fairness opinion analysis, previously presented to the Board on a preliminary basis on February 27, as of March 10 and delivered an oral opinion to the Board. The final versions of the Merger Agreement and Stockholders Support Agreement were made available to the Board prior to the meeting such that the Board had the ability to review the agreements prior to the meeting, and ask questions about them at the meeting. Following Mr. Aboumeri’s oral delivery of Benchmark’s fairness opinion, representatives of Lucosky Brookman answered questions from the Board about the Merger Agreement, the Merger, and related matters. Following these presentations and discussions, and after considering the oral opinion of Benchmark, the Board declared the Company’s entry into the Merger Agreement and the Stockholders Support Agreement advisable and in the best interests of the Company’s stockholders and approved the Merger Agreement, the Stockholders Support Agreement and the Transactions, including the Merger, and adopted the plan of merger set forth in the Merger Agreement.

On March 11, 2025, the parties executed the Merger Agreement and the Stockholders Support Agreement.

Recommendation of the Board; Reasons for the Merger

On March 10, 2025, the Board, acting with the advice and assistance of its legal and financial advisors, considered and evaluated the Merger Agreement, the Merger and the other Transactions and unanimously determined that it is in the best interests of the Company and its stockholders to enter into the Merger Agreement, approved Merger Agreement and the Transactions, including the Merger, and adopted the plan of merger set forth in the Merger Agreement, and recommended the plan of merger set forth in the Merger Agreement to the stockholders of the Company and that the stockholders of the Company approve such plan of merger.

In the course of reaching such determination, the Board considered a variety of factors, including, but not limited to, the following factors (not in any order of relative importance), which the Board viewed as being generally positive or favorable in coming to its determination and recommendation:

The Board also considered a number of uncertainties, risks and other countervailing factors when making its decision to approve the Merger Agreement and the Transactions, including, but not limited to (not in any order of relative importance):

During its consideration of the transaction with DP World US and Merger Sub, the Board was also aware of and considered that certain of the Company’s directors and executive officers may have certain interests in the Merger that differ from, or are in addition to, the interests of the Company’s stockholders generally, as described under “The Merger – Interests of Our Executive Officers and Directors in the Merger.”

The discussion and factors considered by the Board is not intended to be exhaustive, but rather includes all material factors it considered. The Board considered these factors as a whole, and considered them to be favorable to, and supportive of, its determination. The Board did not consider it practical, nor did it attempt, to quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above, individual members of the Board may have given different weights or priority to different factors.

The Board concluded that the potential benefits of the Merger to the Company and its stockholders outweighed the risks and potentially negative factors relevant to the Merger.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its decision to determine the Merger Agreement, the Merger and the other Transactions to be in the best interests of the Company and its stockholders and to approve the Merger Agreement and the Transactions, the Board did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. Rather, the Board based its decisions on the totality of the factors and information it considered. The Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

Please note that this discussion of the Board’s reasoning and the other information presented in this subsection is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

Required Stockholder Approval for the Merger

The approval of the Merger Agreement required that the Company’s stockholders approve the plan of merger set forth in the Merger Agreement by the affirmative vote (at a meeting or by written consent) of a majority of the voting power of the Company’s stockholders, with the holders of the Series A Preferred Stock and Series B Preferred Stock voting together with the holders of the Common Stock on an as-converted basis. On March 11, 2025, following the execution and delivery of the Merger Agreement, holders of Common Stock and the Company’s Series A and Series B Preferred Stock representing an aggregate of 94.0% of the outstanding voting power of the Company’s stockholders (including the holders of all of the outstanding shares of Series A and Series B Preferred Stock) delivered the Written Consents, which are attached to this information statement as Annex B, constituting the Company Stockholder Approval. As a result, no further action by any other holder of shares of Common Stock is required under applicable law or the Merger Agreement (or otherwise) to approve the Merger Agreement, the Merger and the other Transactions, and we will not be soliciting your vote for or consent to the approval of the Merger Agreement, the Merger and the other Transactions, and will not call a stockholders’ meeting for purposes of voting on the approval of the Merger Agreement, the Merger and the other Transactions. No further action by our stockholders is required to complete the Merger and all requisite corporate action by and on behalf of DP World US and Merger Sub required to complete the Merger has been taken.

Pursuant to the Written Consents, such stockholders also waived any rights they may have to assert dissenter’s rights pursuant to the NRS or to convert their shares of Preferred Stock into shares of Common Stock.

In addition, although not required as they do not have voting rights with respect to the Merger Agreement, the Merger or the other Transactions, on March 11, 2025, the holders of the Company’s Series C Preferred Stock and Series D Preferred Stock executed written consents pursuant to which they provided that they approved of the Merger Agreement and the Transactions, including the Merger, and waived any rights they may have to assert dissenter’s rights pursuant to the NRS or to convert their shares of Preferred Stock into shares of Common Stock.

Opinion of The Benchmark Company, LLC

At a special meeting of the Board held on February 27, 2025, Benchmark presented its preliminary fairness opinion analysis, which it updated for the special meeting of the Board held on March 10, 2025 and delivered an oral opinion, subsequently confirmed in writing by delivery of a written opinion dated March 11, 2025, that, as of such date and based upon and subject to the qualifications, assumptions, limitations and other matters set forth therein, the consideration to be received in the Merger pursuant to the Merger Agreement is fair to the Company’s unaffiliated shareholders from a financial point of view.

Benchmark provides investment banking and advisory services to institutions and companies, and its investment banking practice provides valuation services in connection with financings, and mergers and acquisitions for both public and private companies. Pursuant to a letter agreement dated January 13, 2025, the Board retained Benchmark to act as financial advisor in connection with the Merger and to provide a written opinion (sometimes referred to herein as the “Benchmark Opinion”) to the Board as to whether the consideration to be received in the Merger is fair to the Company’s unaffiliated shareholders from a financial point of view. The Company selected Benchmark based on various considerations that included experience with similar transactions, reputation, knowledge of the relevant industry, fee proposal, and relevant qualifications of team members.

On February 27, 2025, Benchmark reviewed its preliminary financial analysis with the Board, and on March 10, 2025, Benchmark confirmed its final financial analysis and rendered an oral opinion to the Board, subsequently confirmed in writing on March 11, 2025, by delivery of the Benchmark’s Opinion addressed to the Board, to the effect that the consideration to be received in the Merger pursuant to the Merger Agreement, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, is fair to the Company’s unaffiliated shareholders from a financial point of view.

The Benchmark Opinion is addressed to, and is intended for the use, information and benefit of, the Board (solely in its capacity as such), and only addressed the fairness, from a financial point of view, of the consideration to be received in the Merger to the Company’s unaffiliated shareholders as of the date of such opinion and does not address any other aspect or implication of the Merger, or any legal, regulatory, tax or accounting matters, or any other agreement, arrangement, or understanding. Benchmark was not requested to, and the Benchmark Opinion does not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company, its security holders or any other party to proceed with or effect the Merger; (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the consideration, to the extent expressly specified herein); (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in Benchmark Opinion; (iv) the relative merits of the Merger as compared to any strategic alternatives or transactions that may be available to the Company or any other party; (v) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), except if and only to the extent expressly set forth in the Benchmark Opinion; (vi) the solvency, creditworthiness or fair value of the Company or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters; or (vii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the consideration or otherwise. Furthermore, no opinion, counsel or interpretation is intended in the Benchmark Opinion in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. The Benchmark Opinion assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Benchmark relied, with the consent of the Board, on the assessments by the Board, the Company and its advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to the Merger or otherwise. The Benchmark Opinion addresses only the fairness, from a financial point of view, to the unaffiliated shareholders of the Company as of March 11, 2025, of the consideration to be received in the Merger pursuant to the Merger Agreement.

The Benchmark Opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Benchmark as of the date of the Benchmark Opinion, and Benchmark assumed no responsibility for updating, revising or reaffirming the Benchmark Opinion based on circumstances, developments or events occurring after the date of the Benchmark Opinion. The issuance of the Benchmark Opinion was approved by its internal fairness opinion review committee. The Board has not obtained nor will obtain an additional updated fairness opinion prior to the Closing, and changes in the operations and prospects of the Company, general market and economic conditions and other factors that may be beyond the control of the Company, and on which the Benchmark Opinion was based, may alter the value of the Company or its securities by the time the Merger is completed. The Benchmark Opinion does not speak to any date other than the date of such opinion, and as such, the Benchmark Opinion will not address the fairness of the consideration, from a financial point of view, at any date after the date of such opinion, including at the time the Merger is completed.

The full text of the Benchmark Opinion, dated March 11, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this information statement. The following summary of the Benchmark Opinion in this information statement is qualified in its entirety by reference to the full text of the Benchmark Opinion. Benchmark provided its opinion for the information and assistance of the Board in connection with its consideration of the Merger. Benchmark’s opinion was not intended to be, and does not constitute, a recommendation to the Board, any security holder or any other party as to how to act or vote or take any action with respect to any matter relating to the Merger or otherwise.

In connection with rendering its opinion, Benchmark reviewed and considered such financial and other matters as deemed relevant thereby, including, among other things:

In arriving at its opinion, Benchmark relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Benchmark, discussed with or reviewed by Benchmark, or publicly available, and do not assume any responsibility with respect to such data, material and other information. Benchmark relied upon and assumed no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Benchmark that would be material to its analyses or opinion and is no information or facts that would make any of the information reviewed by Benchmark incomplete or misleading. Benchmark further relied upon the assurance of the management of the Company that they were unaware of any facts that would make the information provided to Benchmark incomplete or misleading in any material respect. In connection with its review and arriving at its opinion, Benchmark did not assume any responsibility for the independent verification of any of the foregoing information and relied on the completeness and accuracy as represented by the Company. In addition, Benchmark relied upon and assumed that the final form of the Merger Agreement did not differ in any material respect from the latest draft of the Merger Agreement provided to Benchmark as identified above. Benchmark did not make any independent evaluation or appraisal of the assets or liabilities of the Company nor was Benchmark furnished with any such independent evaluations or appraisals. The Benchmark Opinion was based upon financial, economic, market and other conditions as they existed on, and should be evaluated as of, the date of such opinion.

Benchmark was not requested to, and did not (i) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of the Company or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger, or (iii) advise the Board or any other party with respect to alternatives to the Merger.

Financial Analyses

The following is a summary of the material financial analyses performed by Benchmark in connection with the preparation of its fairness opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Benchmark, nor does the order of analyses described represent the relative importance or weight given to those analyses.

The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Benchmark, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Benchmark. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Benchmark. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Benchmark or the Board. Except as otherwise noted, the following quantitative information, to the extent it is based on market data, is based on market data as it existed on or before March 11, 2025, and is not necessarily indicative of current market conditions. All analyses conducted by Benchmark were going-concern analyses and Benchmark expressed no opinion regarding the liquidation value of any entity.

Benchmark completed a series of financial analyses to estimate a range of potential equity values for the Company if it were to remain independent to calculate the implied equity value per share attributable to the Company’s unaffiliated shareholders under that scenario and compared it to the Per Share Merger Consideration of approximately $0.0037 to be received by such investors at Closing. Benchmark’s financial analysis employed three customary approaches in conducting its analyses and arriving at the Benchmark Opinion, with no particular weight given to any:

Selected Public Company Analysis

Benchmark performed a selected public company analysis by analyzing the valuation of publicly-listed companies that Benchmark deemed to be relevant for purposes of this analysis based on its professional judgment and experience. Benchmark reviewed publicly available financial and stock market information for publicly-listed companies providing global freight forwarding, supply chain management and contract logistics services. Benchmark reviewed, among other things, enterprise values (“EV”) of the selected companies, calculated as equity values based on closing stock prices on March 7, 2025, plus debt, plus preferred stock, plus non-controlling interests, and less cash and cash equivalents, as a multiple of trailing EBITDA (earnings before interest, taxes, depreciation and amortization) for the last 12 months (“LTM”) and forward forecasts based on consensus analysts’ estimates for the years 2025 and 2026. Benchmark’s analysis identified the following nine companies, which Benchmark deemed comparable to the Company but none of which is identical to the Company:

Benchmark applied the selected public companies’ 75^th and 25^th percentile enterprise value to LTM, 2025 and 2026 EBITDA multiples to the Company’s LTM EBITDA and 2025 and 2026 EBITDA forecasts, respectively, provided to it by the Company, to estimate an enterprise value range for the Company should it remain independent, which was then adjusted for the Company’s net debt, non-controlling interests and outstanding warrants to estimate an equity value range for the Company, resulting in an estimated equity value per fully-diluted share of $0 to $0.0042.

Precedent Transaction Analysis

Benchmark performed a precedent transaction analysis by analyzing recent mergers and acquisitions involving companies that it deemed to be relevant for purposes of this analysis based on its professional judgment and experience. Benchmark analyzed the valuation of M&A transactions completed over the last three years or currently pending involving target companies providing global freight forwarding, supply chain management and contract logistics services and where the transactions’ financial terms were available. Benchmark reviewed, among other things, the precedent transactions’ implied enterprise value multiples of EBITDA using LTM results and forecasts for one and two forward years (for transactions where EBITDA forecasts were not available, transactions’ implied forward multiples were obtained by discounting the transactions’ implied enterprise value to LTM EBITDA using the Company’s estimated discount rate (same as used in the discounted cash flow analysis described below) by one and two years to use as 2025 and 2026 multiples, respectively). Benchmark’s analysis identified the following six precedent transactions, where we deemed the target companies comparable to the Company but none of which identical to the Company:

Benchmark applied the precedent transactions’ 75^th and 25^th percentile implied enterprise value to EBITDA multiples to the Company’s LTM EBITDA and 2025 and 2026 EBITDA forecasts, provided to it by the Company, to estimate an enterprise value range for the Company should it remain independent, which was then adjusted for the Company’s estimated net debt, non-controlling interests and derivative liabilities from outstanding warrants to estimate an equity value range for the Company, resulting in an estimated equity value per fully-diluted share of $0 to $0.0034.

Discounted Cash Flow Analysis

Benchmark performed a discounted cash flow analysis to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate over the balance of fiscal year 2025 (ending May 31, 2025) and the fiscal years 2026 through 2028 should the Company remain independent, using the Company financial forecasts provided to Benchmark by the Company. The analysis included the following key assumptions, among others: total revenues of $393.6 million for fiscal year 2025 and increasing to $445.1 million for fiscal year 2028, and EBITDA of $6.2 million for fiscal year 2025 to $10.7 million for fiscal year 2028.

Benchmark used a range of discount rates of 14.7% to 18.7%, which was calculated as the risk-free rate, plus the stock’s estimated beta multiplied by the equity risk premium (“ERP”), plus an additional adjustment for small-company size. Benchmark used the 10-year treasury yield as the estimate for the risk-free rate (4.3% on March 7, 2025), the average beta of the selected public companies (0.81), and ERP of 4.1% and small-company size adjustment of 9.0%, which are estimates based on market data. This resulted in an estimated discount rate of 16.7%, and we used a range of +2.0% and -2.0% around it to account for the sensitivity of valuation to discount rate. Benchmark, Benchmark calculated terminal values for the Company by applying terminal multiples of 14.1x and 8.9x to the Company’s fiscal year 2028 EBITDA forecast, as provided to Benchmark by the Company, with the terminal multiples based on the 75^th and 25^th percentile enterprise value to LTM EBITDA multiple of the selected public companies. The discounted cash flow analysis resulted in a range of enterprise value estimates for the Company, which was then adjusted for the Company’s estimated net debt, non-controlling interests and derivative liabilities from outstanding warrants to estimate an equity value for the Company, resulting in an estimated equity value per fully-diluted share of $0.0008 to $0.0052.

Other Factors

Benchmark noted for the Board certain additional factors regarding the Company’s historical stock trading data solely for reference and informational purposes only. Benchmark reviewed historical closing trading prices and trading volumes of the shares of Common Stock during the 52-week period preceding March 10, 2025 (the last trading day before the public announcement of the Merger), which reflected low and high stock closing prices during such period of $0.0023 to $0.0220 per share, an average closing price of $0.0044 per share, a 10-day VWAP (volume weighted average price) of $0.0057 per share, and a 90-day average daily trading volume of 909,948 shares (which is equivalent to approximately 0.11% of shares of Common Stock outstanding and 0.19% of the shares of Common Stock in the public float; for comparative purposes, the 90-day average daily trading volume for companies in the S&P MidCap 400 Index during the same period averaged 1.03% of common shares outstanding, with a standard deviation of 0.60%, and 1.15% of common shares in the public float, with a standard deviation of 0.70%).

Summary

Based on the ranges of estimated equity values of the Company using the financial analyses described above, the equity value per share attributable to the Company’s unaffiliated shareholders is estimated to be between $0.0003 and $0.0043 on average on a fully-diluted basis, compared to the Per Share Merger Consideration of approximately $0.0037.

Miscellaneous

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, Benchmark considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying Benchmark’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Benchmark’s analyses. These analyses were prepared solely as part of Benchmark’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Board in connection with the delivery of the Benchmark Opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Benchmark’s view of the actual value of the Company.

The Company has agreed to pay Benchmark for its services in connection with the Merger an aggregate fee of $170,000, which is not contingent upon either the conclusion expressed in the Benchmark Opinion or on the consummation of the Transactions. The Company has also agreed to indemnify Benchmark against certain potential liabilities in connection with Benchmark’s services in rendering the Benchmark Opinion and to reimburse Benchmark for certain of its expenses, if any, incurred in connection with Benchmark’s engagement with the Company. Over the last two years, Benchmark has not provided any other services to the Company for which Benchmark received compensation. Benchmark may seek to provide other financial advisory or investment banking services to the Company and/or its affiliates and other participants in the Merger in the future for which Benchmark may receive compensation, although as of the date of the Benchmark Opinion, there was no agreement to do so nor any mutual understanding that such services were contemplated.

Benchmark comprises a research, sales and trading, and investment banking firm engaged in securities, commodities and derivatives trading and other broker activities, as well as providing financing and financial advisory services and other commercial services to a wide range of companies and individuals. In the ordinary course of its business, Benchmark may have actively traded the equity or debt securities of the Company and may continue to actively trade such securities for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments. In addition, certain individuals who are employees of, or are affiliated with, Benchmark may have in the past and may currently be shareholders of the Company.

Certain Company Financial Projections

The Company does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. The Company’s management does not currently as a matter of course make public projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. As a result, the Company does not endorse projections or other unaudited prospective financial information as a reliable indication of future results.

In connection with the Board’s evaluation of the Transactions, however, the Company’s management, at the request of the Board, prepared and provided to Benchmark in connection with its financial analysis and opinion certain projections for the fiscal quarter ending May 31, 2025 and the fiscal years ending May 31, 2025, 2026, 2027 and 2028 (the “Projections”). The Projections do not reflect any effects or expenses attributable solely with respect to the Merger, future mergers and acquisitions or failure to consummate the Merger.

The Company is including a summary of the Projections in this information statement in order to provide its stockholders with access to the projections that were provided to Benchmark in connection with its financial analyses and opinion.

The following tables present a summary of the Projections:

Additional Information About the Projections

The inclusion of the Projections in this information statement should not be regarded as an indication that the Company or any of its affiliates, advisors or representatives have considered the Projections to be predictive of actual future events and the Projections should not be relied upon as such nor should readers of the Projections place undue reliance on the prospective financial information included herein. The Company’s internal financial forecasts upon which the Projections were based are subjective in many respects. The Projections did not take into account any changes or expenses attributable solely to the Transactions nor do they reflect any effects of the Merger or effect of the failure of the Merger to be consummated.

The Projections are forward-looking statements that were based on numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time that the Projections were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company and its management. Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Projections. The Projections summarized above do not give effect to the Merger. Furthermore, the Projections reflect assumptions as to certain business strategies or plans that are subject to change, and do not take into account any circumstances or events occurring after the date they were prepared.

The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Projections in this information statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Transactions are completed) from the Projections. For all of these reasons, the Projections, and the assumptions upon which they are based, (i) are not guarantees of future results, (ii) are inherently speculative, and (iii) are subject to a number of risks and uncertainties. Accordingly, there can be no assurance that the Projections will be realized and actual results will differ, and may differ materially, from those contained in the Projections.

The Projections were prepared solely for use by Benchmark in connection with its financial analysis and opinion and were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent auditor, nor any other independent accountants, have compiled, examined, audited, reviewed or applied agreed-upon procedures with respect to the Projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

EBITDA as contained in the Projections is a “non-GAAP financial measure,” which is a financial performance measures that is not calculated in accordance with U.S. generally accepted accounting principles “(GAAP”). The EBTIDA figures included in the Projections were relied upon by Benchmark for purposes of its opinion. The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this information statement. In addition, reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures were not relied upon by Benchmark for purposes of its opinion. Accordingly, the Company has not provided a reconciliation of the EBITDA figures included in the Projections to the relevant GAAP financial measure. EBITDA should not be considered as an alternative to net income, as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and EBITDA as used by the Company may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, EBITDA should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

For these reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this information statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. None of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Benchmark) can give you any assurance that actual results will not differ from these Projections.

Except to the extent required by applicable federal securities laws, none of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Benchmark) undertake any obligation to update or otherwise revise or reconcile the Projections or the specific portions presented to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this information statement are cautioned not to place undue, if any, reliance on the specific portions of the Projections set forth above. None of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Benchmark) intend to make publicly available any update or other revision to the Projections. In addition, none of the Company nor any of its affiliates, advisors, officers, directors, partners or representatives (including Benchmark) have made, make or are authorized in the future to make any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Projections or that projected results will be achieved, and any statements to the contrary should be disregarded. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other financial information contained in the Company’s public filings with the SEC. The Company has made no representation to DP World US or Merger Sub, in the Merger Agreement or otherwise, concerning the Projections.

Financing

The Merger is not subject to a financing condition. DP World US intends to fund the amounts necessary to complete the Transactions, including payment of the Merger Consideration, using its cash resources and available credit facilities. DP World US has represented to us in the Merger Agreement that is has the financial capacity to perform its obligations, and to cause Merger Sub to perform its obligations, under the Merger Agreement and that it will have, or cause Merger Sub to have, at or prior to the Effective Time, sufficient funds to pay the Merger Consideration.

Interests of Our Executive Officers and Directors in the Merger

You should be aware that certain of the Company’s executive officers and directors have certain interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

Anticipated Employment of our Chief Executive Officer

The Merger Agreement provides that it is a condition to DP World US and Merger Sub’s obligation to effect the Merger that Sunandan Ray, our President and Chief Executive Officer, shall continue to be an employee of the Company as of the Closing and shall not have given notice of termination of employment. Further, the Stockholders Support Agreement acknowledges the parties’ expectation that Mr. Ray will assume a management leadership role in the U.S. freight forwarding business operated by DP World group post-Closing. While there have been no discussions regarding the terms of such employment to date, Mr. Ray and DP World do expect to discuss the terms of such employment after the Closing.

Severance Entitlements

Mr. Ray is a party to an employment agreement with the Company that provides that upon any termination of Mr. Ray’s employment with Unique Logistics, except for a termination for Cause, as defined in the agreement, he will be entitled to a payment equal to two years’ worth of his then-existing base salary and prior year’s bonus and to retain the health, other medical, car allowance, home office, 401(k), life insurance, financial planning, and disability insurance benefits set forth in the agreement for the balance of its term.

Assuming that the Effective Time occurred on February 28, 2025 and Mr. Ray’s employment was terminated without cause as of the Effective Time, the value of Mr. Ray’s severance benefits would be $849,002. As discussed above, however, we expect Mr. Ray’s employment to continue following the Effective Time and we therefore do not expect that he will receive any severance payments in connection with the Transactions.

Eli Kay, our Chief Financial Officer, is a party to an employment agreement with the Company that provides that while he is an “at will” employee, each agreed to give the other six months’ notice of termination of the agreement. The agreement provides that if the Company terminates the agreement without cause, the Company may choose, in lieu of six months’ notice, to pay Mr. Kay his ongoing salary and the Company’s cost of the current medical, dental, and vision coverage selected by him as of the termination date for the duration of the termination notice period (that is, for a maximum of six months). Mr. Kay is also entitled to any bonus earned and disbursed during the termination notice and severance period.

Assuming that the Effective Time occurred on February 28, 2025 and Mr. Kay’s employment was terminated without cause and with no notice as of the Effective Time, the value of Mr. Kay’s severance benefits would be $294,964. We expect Mr. Kay’s employment to continue following the Effective Time and we therefore do not expect that he will receive any severance payments in connection with the Transactions.

Other Arrangements

Prior to the Effective Time, the Company, DP World US, or their respective affiliates may, in their discretion, initiate negotiations of agreements, arrangements, and understandings with any one or more of the Company’s directors and executive officers regarding their employment or other future service or compensation or benefits and may enter into definitive agreements with such individuals regarding the foregoing, subject to the interim operating covenants set forth in the Merger Agreement and applicable restrictions therein. As of the date of this information statement, to the Company’s knowledge, no discussions with respect to such new agreements, arrangements or understandings have occurred, other than with respect to Sunandan Ray, the Company’s President and Chief Executive Officer, as discussed under “– Anticipated Employment Agreement with our Chief Executive Officer” above, and no such new agreements, arrangements or understandings have been entered into as of the date of this information statement. For a description of certain covenants relating to continuing employee matters set forth in the Merger Agreement, please see the section of this information statement titled, “The Merger Agreement – Continuing Employee Matters.”

Indemnification Insurance

Directors and executive officers of the Company will be entitled to certain ongoing indemnification and coverage for a period of not less than six years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section titled “The Merger Agreement – Indemnification and Insurance.”

Continuing Employee Matters

See the information under the section titled “The Merger Agreement – Continuing Employee Matters.”

Ownership of Company Stock

For information regarding beneficial ownership of the shares of Common Stock and Preferred Stock held by each of the Company’s directors and named executive officers and all directors and executive officers as a group, see the section titled, “Security Ownership of Certain Beneficial Owners and Management.” Each of the Company’s directors and executive officers will be entitled to receive, for each share of Common Stock or Preferred Stock that they hold, their pro rata share of the Merger Consideration in the same manner as other Company stockholders.

Deregistration of the Common Stock

The Common Stock is currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and quoted on the Pink market tier of OTC Markets. Upon completion of the Merger, Merger Sub will merge with and into the Company, with the Company surviving the Merger. Following completion of the Merger, there will be no further market for the Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Common Stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. The Common Stock will also cease to be quoted on OTC Markets.

Material United States Federal Income Tax Consequences of the Merger

The following is a summary of the material United States federal income tax consequences of the Merger generally applicable to holders of shares of Common Stock who exchange their shares of Common Stock for cash pursuant to the Merger. The summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose shares of Common Stock are held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment) and who are not subject to the holdback arrangements in the Stockholders Support Agreement, and does not address the tax consequences that may be relevant to holders of shares of Common Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, traders in securities that elect to mark to market, United States Holders (as defined below) whose functional currency is not the United States dollar, holders who hold shares of Common Stock through pass-through entities for United States federal income tax purposes or as part of a straddle or conversion transaction, holders deemed to sell shares of Common Stock under the constructive sale provisions of the Code or holders who acquired shares of Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. This summary does not address any Medicare tax or alternative minimum tax considerations or any aspect of state, local or non-United States taxation, and does not address any United States federal taxation other than income taxation.

For purposes of this information statement, a “United States Holder” means a beneficial owner of shares of Common Stock that is:

The term “Non-United States Holder” refers to any beneficial owner of shares of Common Stock, other than a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes, that is not a United States Holder.

If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of shares of Common Stock, the United States federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships owning shares of Common Stock and partners in such partnerships should consult their own tax advisors as to the particular United States federal income tax consequences of the Merger to them.

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of shares of Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of U.S. federal, state, local and non-U.S. tax laws.

United States Holders. The receipt of their pro rata share of the Merger Consideration by a United States Holder in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for United States federal income tax purposes. In general, for United States federal income tax purposes, a United States Holder who receives their pro rata portion of the Merger Consideration will recognize gain or loss in an amount equal to the difference between (i) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (ii) the adjusted tax basis of the surrendered shares of Common Stock. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares. Gain or loss will be calculated separately for each block of shares of Common Stock exchanged in the Merger (generally shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the shares of Common Stock have been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of a capital loss recognized in connection with the Merger is subject to limitations under the Code.

Non-United States Holders. Subject to the discussion below regarding backup withholding, a Non-United States Holder that receives cash for shares of Common Stock pursuant to the Merger generally will not be subject to United States federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the taxable year of the Merger and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-United States Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States), or (iii) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the shares of Common Stock at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held shares of Common Stock, and the Company is or has been a “United States real property holding corporation” within the meaning of Section 897 of the Code at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held shares of Common Stock. The Company believes that it has not been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-United States Holder who is an individual and has been present in the United States for 183 days or more during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain United States source capital losses.

If you are a Non-United States Holder and your gain is effectively connected with the conduct of a trade or business within the United States (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States), you will be subject to United States federal income tax on any gain realized on a net basis in the same manner as United States Holders. Non-United States Holders that are corporations may also be subject to a branch profits tax on their adjusted effectively connected earnings and profits at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to adjustments.

Information Reporting and Backup Withholding. Cash consideration received by a United States Holder or a Non-United States Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an Internal Revenue Service (“IRS”) Form W-9, certifying that such United States Holder is a United States person, that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s United States federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Holders should consult their tax advisors regarding the application of United States federal income tax laws and non-United States tax laws, including information reporting and backup withholding, to their particular situations.

FATCA. Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (“FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-United States Holder might be eligible for refunds or credits of such taxes.

In December 2018, the U.S. Treasury Department released proposed regulations which, if finalized in their present form, would eliminate the U.S. federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of shares of Common Stock. In the preamble to the proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of the shares of Common Stock pursuant to the Merger.

Regulatory Approvals

Under the Merger Agreement and subject the terms and conditions thereof, each of the parties to the Merger Agreement has agreed to use reasonable best efforts to obtain as promptly as practicable any necessary consents, approvals, waivers and authorizations of, actions or non-actions by, and make as promptly as practicable all necessary filings and submissions with, any governmental authority or other persons necessary in connection with the consummation of the Merger and the other Transactions.

Notwithstanding the foregoing, DP World US and its affiliates will not be required to enter into any consent decree with any governmental authority, make any divestiture, accept any operational restriction, or take or commit to take any other action that relates to the Company’s assets, business, results of operation or financial condition of the Company, taken as a whole, or that would be reasonably expected to limit or impair DP World US’s or any of its affiliates’ right to own or operate its business or to obtain or enjoy any of the rights or benefits of the Company’s or its subsidiaries’ business(es). Further, the Company may not, and is required to cause each of its subsidiaries not to, without DP World US’s prior written consent, (i) enter into any consent decree with any governmental authority to make any divestiture, (ii) accept any operational restriction, or (iii) take or commit to take any other action that, in each case of (i) and (ii), relates to the Company’s assets, business, results of operation or financial condition of the Company, taken as a whole, or that would be reasonably expected to limit or impair DP World US’s or any of its affiliates’ right to own or operate its business or to obtain or enjoy any of the rights or benefits of the Company’s or its subsidiaries’ business(es).

The Merger Agreement also provides that the parties will use reasonable best efforts to cooperate with each other in determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, governmental authorities or third parties in connection with the execution and delivery of the Merger Agreement and related agreements and consummation of the Transactions and timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations.

None of the Company, DP World US or Merger Sub are aware of any federal or state regulatory approval required in connection with the Transactions, other than compliance with applicable federal securities laws and applicable Nevada law and certain required notice filings.

THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Annex A and is incorporated by reference into this information statement. This summary does not purport to a complete description of the Merger Agreement and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this information statement and in the public filings that the Company makes with the SEC, which may be obtained by following the instructions set forth in the section titled “Where You Can Find More Information.”

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and the description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, DP World US, Merger Sub or their respective subsidiaries or affiliates. The assertions embodied in the representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific agreed-upon dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to contractual standards of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is contained in this information statement, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, proxy statements and Current Reports on Form 8-K. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, DP World US or any of their respective subsidiaries, affiliates or businesses. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver, amendments or other modification.

Form of the Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the NRS, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation of the Merger and a wholly-owned subsidiary of DP World US.

Consummation and Effectiveness of the Merger

The Merger will become effective at the Effective Time, which will be when the articles of merger have been duly filed with and accepted by the Nevada Secretary of State, or to the extent permitted by the NRS, at such later date and time as is agreed to by the Company and DP World US and specified in the articles of merger. The closing of the Merger will take place at 11:00 a.m., New York time, on the second business day after the satisfaction or (to the extent permitted by law) waiver of the conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), unless the Company and DP World US agree in writing to another date or time.

Consideration to be Received in the Merger

Subject to the terms of the Merger Agreement, at the Effective Time of the Merger:

provided, however, that Frangipani Trade Services, Inc., which is 100% owned by Sunandan Ray, our President and Chief Executive Officer, and owns 322,086,324 shares of Common Stock and 667,738 shares of Series B Preferred Stock that are convertible into 4,371,326,785 shares of Common Stock (or an aggregate of 4,693,413,109 shares of Common Stock on an as-converted basis), and Great Eagle Freight Limited, which owns 153,062 shares of Series B Preferred Stock that are convertible into 1,002,015,791 shares of Common Stock, are subject to a holdback arrangement pursuant to the terms and conditions set forth in a Stockholders Support Agreement that they and Mr. Ray entered into with DP World US and the Company whereby a portion of the aggregate Per Share Merger Consideration payable to each of them under the Merger Agreement will be withheld by DP World US and will be paid following the Closing in accordance with the terms and conditions set forth in the Stockholders Support Agreement. The Stockholders Support Agreement provides that the Holdback Amount will be 65% of the aggregate Per Share Merger Consideration payable to each of Frangipani Trade Services, Inc. and Great Eagle Freight Limited. For additional information, please see “ The Stockholders Support Agreement and the Holdback Arrangement.”

Procedures for Receiving Merger Consideration

In accordance with the terms of the Merger Agreement, prior to the Effective Time, DP World US will designate a bank or trust company reasonably acceptable the Company to act as the Paying Agent for the payment and delivery of the aggregate Merger Consideration, and DP World US will enter into an agreement with the Paying Agent prior to the Effective Time. At or prior to the Effective Time, DP World US will deposit with the Paying Agent, for the benefit of the Company’s stockholders immediately prior to the Effective Time, cash in an amount equal to the Merger Consideration minus the Holdback Amounts (the “Merger Fund”).

As promptly as reasonably possible, but in no case later than five business days, after the Effective Time DP World US will cause the Paying Agent to mail to each Company stockholder as of immediately prior to the Effective Time (i) a letter of transmittal in the form attached as Exhibit E to the Merger Agreement (the (“Letter of Transmittal”), which includes a waiver and release in favor of the Company of any and all claims as a stockholder and (ii) instructions for use in effecting the surrender of certificates representing shares of Company Stock (each, a “Company Stock Certificate”) or the transfer of book-entry shares of Company Stock in exchange for their share of the Merger Consideration.

Upon surrender to the Paying Agent of Company Stock Certificates for cancellation or compliance with the reasonable procedures established by the paying agent for delivery of book-entry shares and delivery of a completed and duly executed Letter of Transmittal to the Paying Agent, (i) the holder of such Company Stock Certificate or book-entry shares will be entitled to receive in exchange therefor the Per Share Merger Consideration for each share evidenced by such Company Stock Certificate or such book-entry share (determined, with respect to shares of Preferred Stock, pursuant to the conversion of shares provisions under the Merger Agreement), in the form of a check mailed within three business days of the Paying Agent’s receipt of such Company Stock Certificates or book-entry shares, and (ii) the Company Stock Certificates surrendered and book-entry shares so surrendered will be canceled. The Paying Agent is entitled to deduct and withhold from the Merger Consideration payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld under applicable law, including the Code.

If any Company Stock Certificate has been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if reasonably required by DP World US, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Paying Agent will pay the portion of the Merger Consideration due to such person in exchange for such lost, stolen or destroyed Company Stock Certificate.

Any portion of the Merger Fund that remains unclaimed by the applicable holders of Company Stock 12 months after the Effective Time will be delivered to DP World US upon demand, and any such holder prior to the Merger who has not theretofore complied with the procedures for receiving his, her or its share of the Merger Consideration may thereafter look only to DP World US for payment of their claims for their portion of the Merger Consideration. None of DP World US, Merger Sub, the Company, the Surviving Corporation or the Paying Agent will be liable to any person in respect of any portion of the Merger Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

The applicable portion of the Merger Consideration paid upon the surrender of any Company Stock Certificate or the transfer of any book-entry share of Company Stock in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to such Company Stock Certificate or book-entry share and Company Stock formerly represented thereby, except with respect to any payment pursuant to the holdback arrangement as provided for in the Stockholders Support Agreement. At the Effective Time, the Company’s stock transfer books will be closed and there will be no further registration of transfers of Company Stock outstanding immediately prior to the Effective Time on the Company’s records. If, after the Effective Time, any Company Stock Certificates or book-entry shares representing Company Stock are presented to the Surviving Corporation or the Paying Agent, they will be cancelled and exchanged for the Per Share Merger Consideration.

DP World US will be responsible for all fees and expenses of the Paying Agent in connection with the exchange of shares of Company Stock for their pro rata share of the Merger Consideration and other amounts contemplated by the Merger Agreement.

Representations and Warranties

The Company, DP World US and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and, as applicable, their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by a confidential disclosure letter delivered by us to DP World US and Merger Sub (the “Company Disclosure Letter”) and by DP World US and Merger Sub to us. The representations and warranties we made are also subject to, and qualified by, certain information in our filings made with the SEC prior to the date of the Merger Agreement.

The Company’s representations and warranties to DP World US and Merger Sub in the Merger Agreement relate to, among other things:

DP World US and Merger Sub also made a number of representations and warranties, including the following:

None of the representations and warranties in the Merger Agreement survive the Effective Time, except with respect to Mr. Ray, Frangipani Trade Services, Inc. and Great Eagle pursuant to the Stockholders Support Agreement.

Many of the Company’s representations and warranties in the Merger Agreement are qualified by a materiality or Material Adverse Effect standard. A “Company Material Adverse Effect” means any event, occurrence, fact, circumstance, condition, change, development or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, properties, liabilities, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or prevents, impairs or materially delays or would reasonably be expected to prevent, impair, or materially delay the consummation of the Merger or the other Transactions, except to the extent that such event, occurrence, fact, circumstance, condition, change, development or effect results from:

except, in the case of clauses (i), (ii), (iii), (iv), (vii) and (viii), to the extent that the Company and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which the Company and its subsidiaries operate, in the geographic markets in which they operate.

Conduct of Business by the Company Prior to Consummation of the Merger

The Company agreed that except permitted by or provided for in the Merger Agreement, as set forth in the Company Disclosure Letter, as required by applicable law, or with the written consent of DP World US (such consent not to be unreasonably conditioned, withheld or delayed), during the period from the execution of the Merger Agreement until the Effective Time or the valid termination of the Merger Agreement (the “Interim Period”), the Company will, and will cause each of its subsidiaries to, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve substantially intact its business organization and preserve in all material respects its relationships with all governmental authorities, employees and creditors, and with any customers, suppliers, vendors, licensors and licensees with which it has material business relations.

Further, the Company agreed that during the Interim Period, except as permitted by or provided for in the Merger Agreement, as set forth in the Company Disclosure Letter, as required by applicable law or with the prior written consent of DP World US (such consent not to be unreasonably conditioned, withheld or delayed), it will not and will not permit any of its subsidiaries to:

Continuing Employee Matters

Under the terms of the Merger Agreement, for a period of one year following the Closing, DP World US is required to provide or cause to be provided to each employee of the Company and any of its subsidiaries who continues to be employed after the Effective Time with DP World US or any of its subsidiaries (collectively, the “Continuing Employees”) (i) a base salary or hourly wage rate, as applicable, that is no less than that provided to each such Continuing Employee immediately prior to the Closing Date, (ii) short-term cash bonus opportunities (excluding equity-based compensation opportunities and deferred compensation opportunities) that are no less favorable than those provided to such Continuing Employee immediately prior to the Closing, and (iii) retirement, health and welfare benefits (excluding defined benefit pension, retiree medical, equity or equity-based, severance, retention, change of control, transaction-based and similar benefits) that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Closing, provided, however, that nothing in the Merger Agreement prohibits the Surviving Corporation or any of its affiliates from terminating the employment of any Continuing Employee.

DP World US has also agreed to credit each Continuing Employee’s prior service to the Company, its subsidiaries and their predecessors to the same extent to which each such Continuing Employee was entitled to credit for service under similar benefit plans in which such Continuing Employee was participating in or eligible to participate in immediately prior the Closing for purposes of determining each Continuing Employee’s vesting, eligibility and, with respect to vacation benefits only, determining level of benefits under, each benefit plan of DP World US and its affiliates providing benefits to the Continuing Employees after the Closing (each, a “DP World US Plan”). With respect to each DP World US Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any Continuing Employee, DP World US has agreed (i) to cause to be waived all pre-existing conditions, exclusions or limitations, eligibility waiting periods and actively-at-work requirements and (ii) to cause to be taken into account, for purposes of satisfying all deductible, co-payment, coinsurance and maximum out-of-pocket requirements for the applicable plan year of any DP World US Plan, any eligible expenses incurred by each Continuing Employee for the portion of the plan year under the corresponding Company benefit plan as if such amounts had been paid in accordance with such DP World US Plan.

The foregoing provisions of the Merger Agreement (i) are not intended to create any third-party beneficiary rights in any employee of the Company or any of its subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Company employee by DP World US or the Company under any benefit plan that DP World US or the Company maintains, (ii) are not intended to be treated as an amendment to any employee compensation plan, program or arrangement, equity incentive plan or arrangement, or any other employee benefit plan, program, practice or arrangement, (iii) do not, subject to compliance with the other provisions in the Merger Agreement, obligate DP World US to maintain any particular benefit plan or arrangement and (iv) are not intended to prevent DP World US or the Surviving Corporation from amending or terminating any benefit plan or arrangement.

General Efforts

Subject to the terms and subject to the conditions set forth in the Merger Agreement, the Company, DP World US and Merger Sub will use reasonable best efforts to cause the conditions to consummation of the Merger set forth in the Merger Agreement to be satisfied as promptly as reasonably practicable and to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things necessary or appropriate to consummate the Transactions as soon as practicable.

Indemnification and Insurance

From the Effective Time until the sixth anniversary of the Effective Time, DP World US has agreed to cause the Surviving Corporation to indemnify and hold harmless each present (as of the date of the Merger Agreement or the Effective Time) and former officer and director of the Company and its subsidiaries and each director, officer or trustee of another entity to the extent such person was serving in such capacity at the Company’s request (the “Indemnified Parties”), against all judgments, fines, penalties and amounts paid in settlement in connection with any action, suit or proceeding resulting from such service, and to advance expenses incurred in defending, serving as a witness with respect to or otherwise participating in any such action, suit or proceeding, to the fullest extent authorized or permitted by applicable law as in effect on the date of the Merger Agreement or thereafter. DP World US has also agreed to cause the Surviving Corporation’s and its subsidiaries’ organizational documents to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Indemnified Parties than those set forth in the organizational documents of the Company and its subsidiaries as of the date of the Merger Agreement, which provisions thereafter may not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Parties.

All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto existing at the time of the signing of the Merger Agreement in favor of any Indemnified Party as provided in the Company’s organizational documents and its subsidiaries’ organizational documents or in any indemnification agreement between such Indemnified Party and the Company or any of its subsidiaries will survive the Merger and continue in full force and effect, will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party and by operation of law will be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time.

For a period of six years from the Effective Time, DP World US will cause the Surviving Corporation to either (i) maintain in effect any single payment, “run-off” directors’ and officers’ liability insurance and fiduciary liability insurance policy or policies that the Company obtains prior to the Effective Time, or (ii) obtain or cause the Surviving Corporation to obtain such run-off policy or policies, provided that in each case the premium for such run-off policy shall not exceed 200% of the aggregate annual amounts currently paid by the Company to maintain its existing directors’ and officers’ and fiduciary liability insurance policies.

Transaction Litigation

We have agreed to notify DP World US promptly in writing of any stockholder litigation or similar action against the Company or its directors arising after the date of the Merger Agreement as a result of the Merger and the Transactions, give DP World US the opportunity to participate in the defense or settlement of such litigation or action, and not to settle any such litigation or action without DP World US’s prior written consent (which may not be unreasonably withheld) other than a settlement solely for monetary damages and entirely paid for with insurance proceeds. The Company also agreed to keep DP World US apprised of proposed strategy and other significant decisions with respect to such litigation and other actions (in any manner designed to not undermine the attorney-client privilege between the Company and its counsel), and while DP World US may offer comments or suggestions with respect to such litigation or other actions, which the Company is required to consider in good faith, DP World US will not have any decision-making power or other authority over such litigation or other action, except for the settlement or compromise consent described in the preceding sentence.

As of the date of this information statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

Alternative Transactions

The Company agreed that it will not, nor authorize or knowingly permit any of its subsidiaries or any directors, officers, employees or representatives of the Company or any of its subsidiaries to directly or indirectly, (i) solicit, initiate or knowingly encourage the making of any Alternative Transaction Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Alternative Transaction Proposal or (ii) other than with DP World US, Merger Sub or their respective directors, officers, employees or other representatives, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person or entity any non-public information in connection with, any Alternative Transaction Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Alternative Transaction Proposal. An “Alternative Transaction Proposal” means any inquiry, proposal, offer or indication of interest, written or oral, from any person or entity other than DP World US or an affiliate thereof relating to (A) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any significant subsidiary of the Company, (B) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, including by means of the acquisition of capital stock of any Company subsidiary, of assets or properties that constitute 10% or more of the assets of the Company and its subsidiaries, taken as a whole, or 10% or more of any class of equity securities of the Company, or (C) any tender offer or exchange offer in which any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) offers to acquire beneficial ownership, or the right to acquire beneficial ownership, of 10% or more of the outstanding shares of any class of equity securities of the Company, in each case, other than the Merger and the other Transactions.

The Merger Agreement contains certain exceptions and other obligations with respect to Alternative Transaction Proposals that were effective prior to receipt of the Company Stockholder Approval. As the Company delivered the Written Consents to DP World US on March 11, 2025, following execution of the Merger Agreement, and the Required Stockholder Approval has thereby obtained, these provisions are no longer applicable.

Resignation

We have agreed, if requested by DP World US in writing, to cause each director or officer of the Company and its subsidiaries to resign as such effective at the Effective Time.

Payment of Company Indebtedness

The Merger Agreement requires the repayment, in connection with the Merger, of certain Company indebtedness in the aggregate amount of approximately $43.5 million.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including those relating to access to information and employees of the Company during the Interim Period, Section 16(a) of the Exchange Act, public announcements and disclosure, Exchange Act deregistration, cessation of quotation on OTC Markets, anti-takeover laws and the termination of certain affiliate contracts.

Conditions to Consummation of the Merger

The consummation of the Merger is subject to the satisfaction or waiver of certain customary mutual conditions, including:

Our obligation to consummate the Merger is subject to the satisfaction or our waiver of each of the following additional conditions:

The obligations of DP World US and Merger Sub to consummate the Merger are subject to the satisfaction or waiver by DP World US of each of the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time by the mutual written consent of DP World US and the Company.

In addition, the Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time by either DP World US or the Company if:

The Merger Agreement also provides that the Company or DP World US may terminate the Merger Agreement if there has been a breach or inaccuracy of any representation or warranty or a failure to comply with any of their covenants or agreements contained in the Merger Agreement on the part of DP World US or Merger Sub, in the case of the Company’s right to terminate, or the Company, in the case of DP World US’s right to terminate, that would give rise to the failure of a condition to the terminating party’s obligation to effect the Merger and such breach, inaccuracy or failure (i) is not capable of being cured prior to the Outside Date or (ii) if curable, is not cured prior to the earlier of the Outside Date or 30 days after receipt of the terminating party’s written notice of such breach, inaccuracy or failure, provided that the Company may not terminate under this provision if it, and DP World US may not terminate under this provision if it or Merger Sub, is then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement.

The Merger Agreement also includes a termination right for DP World US if the Required Stockholder Approval was not obtained within 24 hours of the execution of the Merger Agreement, if the Board, prior to receipt of the Required Stockholder Approval, made an Adverse Recommendation Change or failed to confirm its recommendation that the Company’s stockholders approve the Merger Agreement and the plan of merger contained therein following an Alternative Transaction Proposal, or if the Board authorized the Company’s entry into an agreement for a Superior Proposal. As the Company delivered the Written Consents to DP World US on March 11, 2025, following execution of the Merger Agreement, and the Required Stockholder Approval has thereby obtained, these termination rights are no longer exercisable.

Termination Fees and Expenses

Whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement, the Merger and the other Transactions will be paid by the party incurring such fees or expenses, except as otherwise set forth in the Merger Agreement.

The Merger Agreement provides that the Company will pay DP World US a termination fee of $1.44 million if it is terminated (i) by DP World US or the Company because the Closing does not occur on or before the Outside Date (subject to the extensions provided with respect thereto) or (ii) by DP World US if there has been a breach or inaccuracy of any representation or warranty or a failure to comply with any of their covenants or agreements contained in the Merger Agreement on the part of the Company, in each case if (A) there had been made an Alternative Transaction Proposal to the Company or its representatives prior to such termination and (B) within 12 months of such termination, the Company consummates or enters into a definitive agreement providing for the implementation of any Alternative Transaction Proposal, in each case with the Person that made the Alternative Transaction Proposal prior to termination of the Merger Agreement or an affiliate thereof (provided that, for this purpose, references to “10%” in the definition of Alternative Transaction Proposal shall be deemed to be references to “50%”).

The Merger Agreement also provides that the Company will pay the termination fee in connection with certain additional terminations thereof that are applicable only until receipt of the Company Stockholder Approval. As the Company delivered the Written Consents to DP World US on March 11, 2025, and the Required Stockholder Approval has thereby been obtained, these provisions are no longer applicable.

Amendment and Waiver

The Merger Agreement may be amended by an instrument in writing signed on behalf of each of the parties. After the Required Stockholder Approval has been obtained, however, which occurred on March 11, 2025, there can be no amendment to the Merger Agreement that by law requires further approval by the Company’s stockholders without such further approval.

At any time prior to the Effective Time, DP World US and the Company may (i) extend the time for the performance of any obligations or other acts, (ii) waive any inaccuracies in the representations and warranties, and (iii) waive compliance with any agreements or conditions, in each case, of the Company, in the case of DP World US, and of DP World US or Merger Sub, in the case of the Company, that are contained in the Merger Agreement. After the Required Stockholder Approval has been obtained, however, which occurred on March 11, 2025, there can be no extension or waiver that by law requires further approval by the Company’s stockholders without such further approval. No failure or delay by the Company, DP World US or Merger Sub in exercising any right, power or privilege under the Merger Agreement will act as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege under the Merger Agreement. Any agreement on the part of a party to the Merger Agreement to any extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party.

Specific Performance

The parties to the Merger Agreement agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties to the Merger Agreement do not perform the provisions of the Merger Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties the Merger Agreement agreed that they will be entitled to an injunction or injunctions or any other appropriate form of specific performance or equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions thereof, in addition to any other remedy to which they are entitled at law or in equity.

Each party to the Merger Agreement agreed not to oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party to the Merger Agreement seeking an injunction or injunctions to prevent breaches of and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with such order or injunction.

Parties in Interest

Except with respect to certain indemnification and director and officer liability insurance provisions of the Merger Agreement, nothing in the Merger Agreement is intended to confer upon any person that is not a party to the Merger Agreement any rights or remedies by reason of the Merger Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial

The Merger Agreement and all claims, actions or other proceedings based upon, arising out of or relating to the Merger Agreement are governed by, and will be interpreted and construed in accordance with, the laws of the State of New York, without any regard to the conflict of law provisions thereof, and except with respect to the Merger and the internal affairs (including fiduciary duties) of the Company and the Board, which will be governed by the laws of the State of Nevada.

Each party to the Merger Agreement has submitted to the exclusive jurisdiction of the state or federal courts located in New York, New York, for the purpose of any claim, action or other proceeding arising out of or relating to the Merger Agreement and irrevocably waived and agreed not to assert in any such claim, action or other proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that such claim, action or other proceeding is brought in an inconvenient forum, that its venue of the action is improper, or that the Merger Agreement or the Transactions may not be enforced in or by any such court.

Each party further irrevocably and unconditionally waived any right to trial by jury in any litigation arising out of or related to the Merger Agreement or the Transactions.

THE STOCKHOLDERS SUPPORT AGREEMENT AND THE HOLDBACK ARRANGEMENT

As required by the Merger Agreement, concurrently with the execution of the Merger Agreement, Sunandan Ray, our President and Chief Executive Officer, Frangipani Trade Services, Inc., a New York corporation (“Frangipani”), which is 100% owned by Mr. Ray, and Great Eagle Freight Limited, a private company limited by shares formed in Hong Kong (sometimes referred to herein as “Great Eagle” and, collectively with Frangipani and Mr. Ray, sometimes referred to as the “Owner Signatories”), our largest stockholder besides Frangipani, entered into the Stockholders Support Agreement with DP World US and the Company. It is a condition to Closing that the Stockholders Support Agreement, as of the Closing Date, remain in effect and a valid and binding obligation of each of Frangipani and Great Eagle. The Stockholders Support Agreement is effective as of March 11, 2025, and will automatically terminate on the earliest of (a) the mutual written consent of the parties, (b) the full performance of the obligations of the parties, and (c) the termination of the Merger Agreement in accordance with its terms (the “Term”).

This section describes the material terms and conditions of the Stockholders Support Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Stockholders Support Agreement, a copy of which is attached hereto as Annex E. This summary does not purport to be a complete description of all of the terms of the Stockholders Support Agreement and may not contain all of the information about the Stockholders Support Agreement that is important to you. We encourage you to read the Stockholders Support Agreement carefully and in its entirety.

Voting Agreement

Pursuant to the Stockholders Support Agreement, each of Frangipani and Great Eagle agreed to (i) at any meeting of the Company’s stockholders related to the Transactions, if and when such a meeting is held, appear at such meeting or otherwise cause all shares of Company Stock of which it is the beneficial or record owner (either on the date thereof or at a later date during the Term) (the “Stockholder Shares”) to be counted as present thereat for the purpose of establishing a quorum, (ii) vote or cause to be voted as such a meeting, or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to, all of the Stockholder Shares in favor of the Merger Agreement and the Transactions, and (iii) vote or cause to be voted at such a meeting, or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to, all of the Stockholder Shares against any other action that would reasonably be expected to (A) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions or (B) result in a breach of any covenant, representation or warranty or other obligation or agreement of Frangipani and Great Eagle contained in the Stockholders Support Agreement.

Each of Frangipani and Great Eagle further agreed to, as soon as practicable following the date of the Merger Agreement (but in any event within 24 hours following the execution thereof), execute and deliver to the Company (with a copy to DP World US) the applicable Written Consent.

Restrictions on Transfer

Pursuant to the Stockholders Support Agreement, each of Frangipani and Great Eagle agreed that, during the Term, they will not sell, assign, offer, encumber, dispose of, loan or otherwise transfer (each, a “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to any Transfer, of any Stockholder Shares or any interest in any of the Stockholder Shares unless the assignee or transferee thereof executes a joinder agreement to the Stockholders Support Agreement in a form reasonably acceptable to DP World US and Unique Logistics.

Merger Consideration Holdback

The Stockholders Support Agreement provides that DP World US will withhold 65% of the portion of the Merger Consideration that is otherwise payable to each of Frangipani and Great Eagle pursuant to the Merger Agreement, all or a portion of which may become payable to each of them at a later date in accordance with the terms and conditions set forth therein.

Pursuant to the terms of the Stockholders Support Agreement, payment of the Holdback Amounts to Frangipani and Great Eagle depends on the Average Gross Profit (as defined in the Stockholders Support Agreement and described below) of the U.S. freight forwarding business operated by DP World US, its affiliates and, following the Effective Time, the Surviving Corporation (the “Relevant Business”), during calendar years 2025, 2026, and 2027.

Average Gross Profit means the gross profit, calculated in the manner set forth in the Stockholders Support Agreement, of the Relevant Business during each of the calendar years 2025, 2026 and 2027, divided by 3. If the Average Gross Profit is less than $39.5 million, then no GP-based Holdback Amount (as defined in the Stockholders Support Agreement) will be payable to Frangipani or Great Eagle. If the Average Gross Profit is equal to $39.5 million, then each of Frangipani and Great Eagle will be paid 50% of the Maximum GP-based Holdback Amount (as defined in the Stockholders Support Agreement) to which they are respectively entitled. If the Average Gross Profit is equal to or greater than $43.0 million, then each of Frangipani and Great Eagle will be paid 100% of the Maximum GP-based Holdback Amount to which they are respectively entitled. If the Average Gross Profit is greater than $39.5 million but less than $43.0 million, however, then each of Frangipani and Great Eagle will be paid an amount between 50% and 100% of the Maximum GP-based Holdback Amount to which they are respectively entitled based on a formula as set forth in the Stockholders Support Agreement.

Notwithstanding the above, however, Frangipani will be entitled to be paid 10% of its Holdback Amount if certain expectations with respect to the integration of the business of the Surviving Corporation into the freight forwarding business of DP World US and its affiliates following the Effective Time are satisfied, regardless of whether any portion of Frangipani’s Holdback Amount would be payable based on the Average Gross Profit calculation described above.

Further, if at any time through December 31, 2027, DP World US effects a Change of Control, as defined in the Stockholders Support Agreement, of the Surviving Corporation, then DP World US is required to pay to each of Frangipani and Great Eagle their entire Holdback Amount.

Representations and Warranties; Indemnification

Pursuant to the Stockholders Support Agreement, the Owner Signatories made certain representations regarding their ownership of Company Stock (except for Mr. Ray, who represented that he owned 100% of the outstanding capital stock of Frangipani) and their execution and delivery of the Stockholders Support Agreement. They also represented and warranted to DP World US that each of the representations and warranties of the Company set forth in Article V of the Merger Agreement are true, correct and complete.

Subject to certain limitations and set forth in the Stockholders Support Agreement, the Owner Signatories also agreed to indemnify and defend each of DP World US and its affiliates (including, from and after the Closing, the Surviving Corporation and the Company’s subsidiaries) and their respective directors, trustees, officers, employees, advisors, representatives and other authorized persons (each, a “Parent Indemnitee”) against, and to hold each of them harmless from and against, and to pay and reimburse each of them for, any and all damages, claims, losses, fees, expenses, taxes, costs, interest, awards, judgments, penalties, dues, fines, obligations, debt, encumbrances, assessments, orders, decrees, rulings, deficiencies or obligations, and other liabilities, incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of such Owner Signatory in the Stockholders Support Agreement, provided that the representations and warranties of the Company as set forth in the Merger Agreement will be determined without giving effect to any materiality qualifiers contained therein; (ii) their breach or non-fulfillment of any covenant, agreement or obligation set forth in the Stockholders Support Agreement; (iii) any taxes attributable to the Company, its subsidiaries and any of their affiliates for any period or portion thereof on or before the Closing Date; (iv) any taxes imposed by any tax authority of India or the People’s Republic of China in connection with the Transactions or any prior transactions involving the Company or its affiliates, or any losses incurred with respect thereto; (v) taxes imposed by India on the Company, its subsidiaries or their affiliates in connection with a current audit; and (vi) any taxes imposed by Taiwan in respect of the operation of the Company, any of its subsidiaries or affiliates that arise as a result of an audit as described in the Company Disclosure Letter or a matter with which that audit is concerned. Subject to limited exceptions, including with respect to taxes, the aggregate amount of the Owner Signatories’ indemnification obligations, however, is limited to the aggregate of their pro rata share of the Merger Consideration, and none of the Owner Signatories will be required to provide indemnification in an amount that would exceed the amount of the Merger Consideration received by such Owner Signatory (or, with respect to Mr. Ray, the amount of the Merger Consideration received by Frangipani).

Other Agreements

Pursuant to the Stockholders Support Agreement, each Owner Signatory also: (i) agreed not to bring, commence, join or participate in, facilitate, assist or encourage, and to take all actions necessary to opt out of any class in any class action with respect to, any claim or action, derivative or otherwise, against DP World US, Merger Sub, the Company or any of their respective successors or directors (A) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholders Support Agreement, the Merger Agreement or the Transactions or prevent, impair or delay the consummation of the transactions contemplated thereby or (B) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement; (ii) waived and agreed to not exercise any rights of appraisal, dissenter’s rights and any similar rights under applicable law relating to the Merger and the consummation of the Transactions; and (iii) waived, released, and discharged any and all claims, demands, actions, causes of action, suits, liabilities, damages, and expenses that he or it may have or assert against Unique Logistics or any of its subsidiaries, arising out of or relating to any matter, event, or circumstance occurring on or prior to the Effective Time.

The Owner Signatories also agreed to certain non-competition and non-solicitation restrictions for a period of 24 months following the Effective Time, as set forth in the Stockholders Support Agreement.

DISSENTER’S RIGHTS

Holders of Common Stock electing to exercise dissenter’s rights must comply with the provisions of the Sections 92A.300 through NRS 92A.500 of the NRS in order to perfect their rights. The following is intended as a brief summary of the material provisions of the procedures that such a holder of Common Stock must follow in order to dissent from the Merger and perfect dissenter’s rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to the applicable Nevada statutes, the full text of which is set forth in Annex C to this information statement.

This information statement also functions as a dissenter’s notice pursuant to NRS 92A.430.

A stockholder who wishes to assert dissenter’s rights must:

Unique Logistics International, Inc.

154-09 146th Avenue

Jamaica, New York 11434

Attn: Sunandan Ray, Chief Executive Officer

and

A stockholder wishing to deliver a notice asserting dissenter’s rights should hand-deliver or mail the notice, his, her, or its stock certificates, and the certification to the following address:

Stockholders whose shares of Common Stock are not represented by certificates will be unable to transfer such shares once Unique Logistics receives the demand for payment from such stockholder, unless such stockholder later withdraws their demand for payment or otherwise loses their right to demand payment for their shares.

A stockholder who wishes to exercise dissenter’s rights generally must dissent with respect to all of the shares the stockholder owns. If a record stockholder is a nominee for several beneficial stockholders, however, some of whom wish to dissent and some of whom do not, then the record holder may dissent with respect to all the shares beneficially owned by any one person by notifying Unique Logistics in writing of the name and address of each person on whose behalf the record stockholder asserts dissenter’s rights. A beneficial stockholder may assert dissenter’s rights directly by submitting to Unique Logistics the record stockholder’s written consent to the dissent not later than the time the beneficial stockholder asserts dissenter’s rights, and by dissenting with respect to all the shares of which such stockholder is the beneficial stockholder or which such stockholder has the power to direct the vote.

Any stockholder electing to exercise dissenter’s rights must not have signed a stockholder written consent approving the Merger Agreement and the plan of merger included therein.

A stockholder wishing to exercise dissenter’s rights must file each of the notice of intent and the payment demand within the prescribed time periods and deliver share certificates as required in the notice. Failure to do so will cause that stockholder to lose his, her, or its dissenter’s rights.

A stockholder who has complied with the requirements summarized in the previous paragraphs may nevertheless decline to exercise dissenter’s rights and withdraw from the appraisal process by notifying Unique Logistics within the 30-day period. If the stockholder does not withdraw from the appraisal process by such date, he, she, or it may not do so thereafter unless Unique Logistics or the Surviving Company consents to such withdrawal in writing.

Within 30 days after the Effective Time, DP World US will pay each dissenter with properly perfected dissenter’s rights DP World US’s estimate of the “fair value” of the stockholder’s shares, plus accrued interest from the effective date of the Merger. The payment will be accompanied by specified financial information as required by NRS 92A.460 and a statement as to DP World US’s estimate of the fair value of the shares and the interest payable with respect to the shares.

With respect to a dissenter who did not beneficially own shares of Common Stock prior to the public announcement of the Merger, DP World US is not required to make the payment until the dissenter has agreed to accept the payment in full satisfaction of the dissenter’s demands or demand appraisal under NRS 92A.460.

“Fair value” is defined in NRS 92A.320 as the value of the Common Stock immediately before the Effective Time, excluding any appreciation or depreciation in anticipation of the Merger unless exclusion would be inequitable. The “fair value” may be less than, equal to, or greater than the value of the consideration that a Unique Logistics stockholder would be entitled to receive pursuant to the Merger. The rate of interest will be the rate of interest provided under applicable law.

Within 30 days of DP World US’s payment (or offer of payment in the case of shares acquired after public announcement of the Merger) to a dissenting stockholder, a dissenter dissatisfied with DP World US’s estimate of the fair value of the shares may notify DP World US of the dissenter’s own estimate of the fair value and demand payment of that amount. If DP World US does not accept the dissenter’s estimate and the parties do not otherwise settle on a fair value, then DP World US must, within 60 days of receiving the estimate and demand, petition a court to determine the fair value of the shares and accrued interest.

In view of the complexity of the Nevada statutes governing dissenter’s rights, stockholders who wish to dissent from the Merger and pursue dissenter’s rights should consult their legal advisors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2025, the number of shares of Common Stock owned by (i) each person who is known by us to own of record or beneficially 5% or more of the outstanding shares of Common Stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group. The address of our directors and officers is c/o Unique Logistics Holdings, Inc. at 154-09 146^th Ave, Jamaica, NY 11434.

Beneficial ownership has been determined in accordance with the rules of the SEC and is calculated based on 799,141,770 shares of Common Stock issued and outstanding as of March 31, 2025. Shares of Common Stock subject to options, warrants, shares of Preferred Stock or other securities convertible into Common Stock that are currently exercisable or convertible, or exercisable or convertible within 60 days of March 31, 2025, are deemed outstanding (i) without regard to the fact that the Company is limited to 800,000,000 authorized shares of Common Stock and (ii) for computing the percentage of the person holding the option, warrant, preferred stock, or convertible security but not for computing the percentage of any other person.

The holders of Series A Preferred Stock and Series B Preferred Stock reflected in the table below vote together with the holders of the Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. With respect to the Series C Preferred Stock and the Series D Preferred Stock, Unique Logistics may not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the applicable series, (i) disproportionally alter or change adversely the powers, preferences or rights given to, or alter or amend the Certificate of Designations of, such Series of Preferred Stock, (ii) amend its certificate of incorporation or other charter documents in any manner that disproportionally adversely affects any rights of the holders of such series of Preferred Stock, (iii) increase or decrease the number of authorized shares of such series of Preferred Stock, or (iv) enter into any agreement with respect to any of the foregoing. Otherwise, holders of Series C Preferred Stock and Series D Preferred Stock have no voting rights except as required by law.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, except to the extent that power may be shared with a spouse.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC. These reports contain additional information about Unique Logistics. Our SEC filings are made electronically available to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the “Investors - SEC Filings” section of our website at https://www.unique-usa.com/investors/sec-filings. Our website address is being provided as an inactive textual reference only. The information provided on, or accessible through, our website is not part or incorporated by reference into this information statement.

DP World US and Merger Sub have supplied, and we have not independently verified, the information in this information statement relating to them. Stockholders should not rely on information that purports to be made by or on behalf of us other than that contained in this information statement. We have not authorized anyone to provide information on our behalf that is different from that contained in this information statement.

This information statement is dated [●], 2025. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary.

HOUSEHOLDING OF INFORMATION STATEMENT

Only one copy of this information statement is being sent to multiple stockholders who share the same address, unless the Company directly received contrary instructions from one or more such stockholders. This practice, known as “householding,” is designed to reduce our printing and postage costs. The Company will, however, deliver promptly upon written or oral request a separate copy of this information statement to a stockholder at a shared address to which a single copy of this information statement was delivered. You may make such a written or oral request by (i) sending a written notification stating (A) your name, (B) your shared address and (C) the address to which the Company should direct the additional copy of this information statement, to Unique Logistics International, Inc., 154-09 146th Ave, Jamaica, NY 11434, Attn: CFO, or (ii) calling us at (678) 365-6004, requesting to speak to Eli Kay, and providing the same information as required for written requests.

If multiple stockholders sharing an address have received one copy of this information statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may direct notification of such to us at the address or phone number set forth above. Additionally, if current stockholders with a shared address received multiple copies of this information statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made as set forth above.

Annex A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG UNIQUE Logistics International, INC.,

DP WORLD LOGISTICS US HOLDINGS, INC.

AND

UNIQUE MERGER Co.

Dated as of march 11, 2025

TABLE OF Contents

EXHIBITS

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 11, 2025, is entered into by and among Unique Logistics International, Inc., a Nevada corporation (the “Company”), DP World Logistics US Holdings, Inc. a Delaware corporation (“Parent”), and Unique Merger Co., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

RECITALS

WHEREAS, the parties intend that Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent in accordance with the Nevada Revised Statutes (the “NRS”);

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (i) determined that it is in the best interests of the Company and the stockholders of the Company to enter into this Agreement, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and adopted the plan of merger set forth herein, and (iii) adopted a resolution recommending the plan of merger set forth in this Agreement to the stockholders of the Company and that the stockholders of the Company approve such plan of merger;

WHEREAS, concurrently with the execution and delivery of this Agreement, certain Holders have entered into a stockholders support agreement with Parent, substantially in the form attached hereto as Exhibit A (the “Stockholders Support Agreement”), pursuant to which, inter alia, such Holders have (i) agreed to (A) vote all of their respective shares of Company Stock in favor of the Merger, this Agreement and transactions contemplated in this Agreement, (B) refrain from selling or transferring any shares of Company Stock during the term of the Stockholders Support Agreement, unless otherwise permitted thereunder, (C) enter into a holdback arrangement with respect to a portion of the consideration to be received in the Merger with respect to their shares of Company Stock and (D) enter into an indemnity arrangement in favor of Parent and its Affiliates with respect to certain losses related to business, operations and liabilities of the Company and its Subsidiaries, and (ii) consented to the amendments to the applicable provisions of the Certificates of Designation relating to the Company Convertible Preferred Stock held by such Holders to give effect to the treatment of the shares of Company Convertible Preferred Stock in accordance with Article IV of this Agreement, in each case of (i) and (ii), as more fully set forth in the Stockholders Support Agreement;

WHEREAS, the board of directors of Parent has (i) determined that it is in the best interests of Parent to enter into this Agreement and (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and adopted the plan of merger set forth herein;

WHEREAS, in accordance with Section 8.2, the Company intends to provide Parent with a copy of the Company Stockholder Approval, as soon as practicable following the date of this Agreement and in lieu of calling a meeting of the Holders, and in any event within 24 hours following the execution of this Agreement; and

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to prescribe certain conditions to the Merger, in each case, as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

Article I

DEFINITIONS

Section 1.1. Definitions.

(a) Certain Terms. Whenever used in this Agreement (including in the Company Disclosure Letter and the Parent Disclosure Letter), the following terms shall have the respective meanings given to them below:

“Action” means any claim, action, suit, assessment, arbitration or legal, judicial or administrative proceeding (whether at law or in equity).

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such first Person.

“Alternative Transaction Proposal” means any inquiry, proposal, offer or indication of interest, written or oral (whether binding or non-binding and other than an inquiry, proposal, offer or indication of interest by Parent or an Affiliate of Parent) from any Person relating to: (i) any merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any Company Subsidiary that would constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Exchange Act), (ii) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, including by means of the acquisition of capital stock of any Company Subsidiary, of assets or properties that constitute 10% or more of the assets of the Company and the Company Subsidiaries, taken as a whole, or 10% or more of any class of equity securities of the Company or (iii) any tender offer or exchange offer in which any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) offers to acquire beneficial ownership, or the right to acquire beneficial ownership, of 10% or more of the outstanding shares of any class of equity securities of the Company, in each case, other than the Merger and the other transactions contemplated by this Agreement.

“AML Laws” means the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), and its implementing regulations.

“Applicable Law” means any applicable order, law (including common law), regulation, rule, ordinance, constitution, statute or treaty enacted, adopted, promulgated, issued, enforced, implemented or entered by any Governmental Entity.

“beneficial owner” or “beneficial ownership,” with respect to any shares of Company Common Stock or Company Convertible Preferred Stock, has the meaning ascribed to such term under Rule 13d-3(a) promulgated under the Exchange Act.

“Business Day” means any day other than a Saturday, Sunday or a day on which banks in the City of New York, United States of America or Dubai, United Arab Emirates are permitted or obligated by law to be closed for regular banking business.

“Certificates of Designation” means (i) the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company, dated October 7, 2020, (ii) the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of the Company, dated October 7, 2020, (iii) Certificate of Designations of Series C Preferred Stock, and (iv) Certificate of Designations of Series D Preferred Stock, each as corrected or otherwise amended.

“Claim” means any threatened, asserted, pending or completed action, suit or proceeding that arises out of such Indemnified Party’s status as a director or officer of the Company or any of the Company Subsidiaries or as a director, officer, employee or fiduciary of any employee benefit plan (within the meaning of Section 3(3) of ERISA) maintained by any of the foregoing at or prior to the Effective Time; provided that any such threatened, asserted, pending or completed action, suit or proceeding relating to criminal sanctions, violation or other criminal penalty will not be considered as a “Claim” for purposes of this Agreement.

“Company Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Company Convertible Preferred Stock” means, collectively, the Company Series A Convertible Preferred Stock, the Company Series B Convertible Preferred Stock, the Company Series C Convertible Preferred Stock and the Company Series D Convertible Preferred Stock.

“Company Disclosure Letter” means the disclosure letter delivered by the Company to Parent concurrently with the execution of this Agreement.

“Company Equity Awards” means Options and Restricted Stock.

“Company Material Adverse Effect” means any Effect that, by itself or taken together with any and all other Effects, (A) is or would reasonably be expected to be materially adverse to the business, assets, properties, liabilities, results of operations or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a whole or (B) prevents, impairs or materially delays or would reasonably be expected to prevent, impair, or materially delay the consummation of the Merger or the other transactions contemplated hereby, except to the extent that such Effect results from (i) general economic or regulatory conditions or changes therein, (ii) financial or stock market fluctuations or conditions, (iii) changes in or events affecting the industries or markets in which the Company and the Company Subsidiaries operate, (iv) any change in U.S. GAAP or Applicable Law, (v) changes in the market price or trading volume of Company Common Stock (provided, that this clause (v) shall not prevent a determination that any event, occurrence, fact, circumstance, condition, change, development or effect underlying such failure has resulted in a Company Material Adverse Effect, unless such event, occurrence, fact, circumstance, condition, change, development or effect is otherwise excepted by this definition), (vi) any failure by the Company to meet any estimates or outlook of revenues or earnings or other financial projections (provided, that this clause (vi) shall not prevent a determination that any Effect underlying such failure has resulted in a Company Material Adverse Effect, unless such Effect is otherwise excepted by this definition), (vii) natural disasters, (viii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack occurring prior to, on or after the date hereof, (ix) the announcement of this Agreement and the transactions contemplated hereby, (x) any action by Parent or any of its Affiliates, or (xi) any action taken by the Company at the written request or with the written consent of Parent, except, in the case of clauses (i), (ii), (iii), (iv), (vii) and (viii), to the extent the Company and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries operate, in the geographic markets in which they operate.

“Company Series A Convertible Preferred Stock” means the Series A Convertible Preferred Stock, par value $0.001 per share, of the Company.

“Company Series B Convertible Preferred Stock” means the Series B Convertible Preferred Stock, par value $0.001 per share, of the Company.

“Company Series C Convertible Preferred Stock” means the Series C Preferred Stock, par value $0.001 per share, of the Company.

“Company Series D Convertible Preferred Stock” means the Series D Preferred Stock, par value $0.001 per share, of the Company.

“Company Software” means all Software owned or purported to be owned by, or developed by or for, the Company or any Company Subsidiary.

“Company Stock” means, collectively, the Company Common Stock and the Company Convertible Preferred Stock.

“Company Stock Plan” means the Company’s 2020 Equity and Incentive Plan, as amended from time to time.

“Contracts” means any legally binding contracts, agreements, subcontracts, leases and all amendments, modifications and supplements thereto.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

“Controlled Group Liability” means all liabilities (i) under Section 302 of ERISA, (ii) under Title IV of ERISA, (iii) under Sections 412 or 4971 of the Code, in the case of clauses (i), (ii) and (iii), that are imposed on the Company or any Company Subsidiary under or in respect of any Employee Program solely by reason of the treatment of the Company or any Company Subsidiary as a single employer with another Person as a result of the application of Section 414(b), (c), (m) or (o) of the Code or by reason of the treatment of the Company or any Company Subsidiary as under common control with another Person as a result of the application of Section 4001(b) of ERISA and (iv) in respect of a Multiemployer Plan that are imposed on the Company or any Company Subsidiary on a so-called “controlled group” basis, including under Section 414 of the Code.

“Dissenting Shares” means shares of Company Stock that are outstanding immediately prior to the Effective Time and with respect to which the Holder thereof (i) shall not have voted in favor of the Merger nor consented thereto in writing and (ii) shall have properly exercised dissenter’s rights with respect to such shares of Company Stock in accordance with Sections 92A.300 through 92A.500 of the NRS and otherwise complied with all of the provisions of the NRS relevant to the exercise and perfection of dissenters’ rights.

“Effect” means any event, occurrence, fact, circumstance, condition, change, development or effect.

“Encumbrance” means any mortgage, deed of trust, pledge, collateral assignment, claim, security interest, encumbrance, license, lien, charge or other similar restriction or limitation.

“Environmental Law” means any Applicable Law or Governmental Order relating to pollution, worker or public safety or health or the protection or restoration of the environment, natural resources, or to the manufacture, transportation, storage, handling, generation, disposal, processing, treatment, sale or distribution in commerce, use or Release of Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. (“CERCLA”), the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as each may be amended from time to time, and all regulations, orders, decisions and decrees now or hereafter promulgated concerning any of the above.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that would be deemed at any relevant time to be (i) a single employer with the Company or any Company Subsidiary pursuant to Section 414(b), (c), (m) or (o) of the Code or (ii) under common control with the Company or any Company Subsidiary under Section 4001 of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Shares” means shares of Company Stock held by Parent, Merger Sub or the Company, immediately prior to the Effective Time.

“Fully Diluted Common Stock Number” shall mean, as of immediately prior to the Effective Time, the number of shares without duplication equal to (a) the aggregate number of shares of Company Stock that are issued and outstanding on a fully-diluted, as converted-to Company Common Stock basis, including for the avoidance of doubt the number of Company Common Stock issuable upon the conversion of the Company Convertible Preferred Stock, plus (b) the aggregate number of shares of Company Common Stock issuable upon the full exercise, exchange or conversion of all outstanding and unexercised warrants to purchase shares of Company Common Stock, the Company Equity Awards, any convertible promissory notes, and any other securities convertible into or exercisable for shares of Company Common Stock, calculated in accordance with the treasury stock method, if applicable. For the avoidance of doubt, the Fully Diluted Common Stock Number shall exclude any shares owned or held by or for the account of the Company or any Company Subsidiaries.

“Governmental Entity” means any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, bureau, legislature, instrumentality, division, department, public body or other authority of any nation or government or any political subdivision thereof, whether foreign or domestic and whether national, supranational, federal, state, provincial, municipal or local.

“Governmental Official” means any officer or employee of a Governmental Entity or any department, agency, or instrumentality thereof, including any political subdivision thereof or any corporation or other Person owned or controlled in whole or in part by any Governmental Entity or any sovereign wealth fund, or of a public international organization, or any Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Entity.

“Hazardous Substances” means any pollutant, material, contaminant, substance, chemical or waste in any form whatsoever (including products containing such therein), regulated, listed, designated, defined or restricted as hazardous, toxic or any words of similar import under, or for which liability or standards of conduct may be imposed pursuant to, any Environmental Law, including asbestos, petroleum and any petroleum products or byproducts, oil, polychlorinated biphenyls, urea formaldehyde, radon gas, methane gas, mold, radioactive materials (including any source, special nuclear, or by-product material), chlorofluorocarbons, lead or lead-based products and per- and polyfluoroalkyl substances.

“Holder” means any holder of Company Common Stock or Company Convertible Preferred Stock, as applicable.

“Intellectual Property” means all intellectual property rights arising under Applicable Law with respect to the following: (A) patents and patent applications (and any patents that issue as a result of those patent applications), including rights in respect of utility models or industrial designs, and any renewals, reissues, re-examinations, extensions, continuations, continuations-in-part, divisions and substitutions relating to any of the patents and patent applications, as well as all related foreign patent and patent applications that are counterparts to such patents and patent applications, (B) trademarks, service marks, trade dress, logos and trade names, whether registered or unregistered, and the goodwill associated therewith, together with any registrations and applications (including intent to use applications) for registration thereof (collectively, “Trademarks”), (C) copyrights and rights under copyrights, whether registered or unregistered, including moral rights, and any registrations and applications for registration thereof (collectively, “Copyrights”), (D) mask work rights and registrations and applications for registration thereof, (E) trade secrets (including any business plans, designs, technical data, customer data, financial information, pricing and cost information, bills of material, methods, processes, techniques, formulae, algorithms, technical data, specifications, research and development information, or technology) (collectively, “Trade Secrets”), (F) URL and domain name registrations (collectively, “Domain Names”) and (G) other intellectual property rights now known or hereafter recognized.

“Intervening Event” means any event, fact, circumstance, development or occurrence (other than any event, fact, circumstance, development or occurrence primarily resulting from a breach of this Agreement by the Company) that was not known to or reasonably foreseeable by, or the material consequences of which were not known to or reasonably foreseeable by, the Company Board as of the date of this Agreement and does not relate to (A) an Alternative Transaction Proposal, (B) any changes after the date hereof in the market price or trading volume of Company Stock (it being understood that the underlying cause of any such changes may be considered and taken into account) or (C) the fact, in and of itself that the Company exceeds any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period (it being understood that the underlying cause of any such events may be considered and taken into account), and in any case, which event, fact, circumstance, development or occurrence becomes known to or by the Company Board prior to the receipt of the Company Stockholder Approval.

“IRS” means the United States Internal Revenue Service.

“IT Systems” means all information technology systems, computer systems, networks, servers, hardware, technology, Software, databases, websites and equipment used, owned, leased or licensed by the Company or any Company Subsidiary.

“Knowledge of Parent” means the knowledge, after a reasonable inquiry, of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter as of the date hereof.

“Knowledge of the Company” means the knowledge, after due inquiry, of the individuals listed on Section 1.1(a) of the Company Disclosure Letter.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“Open Source Software” means any Software that is subject to or licensed, provided or distributed under, any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software Foundation as of the date of this Agreement) or any similar license for “free,” “publicly available” or “open source” Software, including the GNU General Public License, the Lesser GNU General Public License, the Apache License, the BSD License, Mozilla Public License (MPL), the MIT License or any other license that includes similar terms.

“Option” means any option to purchase shares of Company Common Stock (whether or not vested) under the Company Stock Plan that is issued and outstanding as of the Effective Time.

“Organizational Documents” means, with respect to any Person, such Person’s articles of incorporation, certificate of incorporation, articles of organization, articles of association, memorandum of association, certificate of formation, bylaws, limited liability company agreement, certificates of designation relating to shares of preferred stock, or other organizational documents, as applicable.

“Owned Intellectual Property” means any Intellectual Property that is owned or purported to be owned by the Company or any Company Subsidiary, including all Scheduled Intellectual Property and Company Software.

“Parent Disclosure Letter” means the disclosure letter delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement.

“Parent Material Adverse Effect” means any Effect that would (i) prevent, impair or materially delay consummation of the Merger or the other transactions contemplated hereby or (ii) otherwise materially adversely affect the ability of Parent or Merger Sub to perform their respective obligations hereunder.

“Per Share Merger Consideration” means an amount equal to the Total Merger Consideration divided by the Fully Diluted Common Stock Number, rounded to the nearest ten- thousandth.

“Permits” means registrations, applications, consents, licenses, requests for exemptions, permits, certifications, approvals, and other regulatory authorizations issued or granted by a Governmental Entity.

“Permitted Encumbrances” means (i) (A) Encumbrances for Taxes not yet due and payable and (B) Encumbrances for Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with U.S. GAAP in the Company’s financial statements (or notes thereto) included in the most recent Company Reports, (ii) zoning restrictions, utility easements, rights of way and similar Encumbrances that are imposed by any Governmental Entity having jurisdiction thereon or otherwise are customary for the applicable property type and locality and that do not materially detract from the value of or impair the use of such property as it is presently used, (iii) Encumbrances that would be disclosed on current surveys and any other Encumbrances of public record and that do not materially detract from the value of or impair the use of such property as it is presently used and (iv) any other Encumbrances (A) being contested in good faith in the ordinary course of business, or (B) for which adequate reserves have been established in accordance with U.S. GAAP in the Company’s financial statements (or notes thereto).

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

“Personal Information” means all information in any form or media that identifies, could be used to identify or is otherwise related to an individual person (including any current, prospective, or former customer, end user or employee), including, but not limited to any definition for “personal information,” or any similar term provided by Applicable Law or by the Company or any Company Subsidiary in any of their privacy policies, notices or contracts (e.g., “personal data,” “personal health information,” “personally identifiable information” or “PII”).

“Privacy Laws” means, regardless of jurisdiction (domestic or foreign), any and all Applicable Laws, legal requirements and self-regulatory guidelines and binding industry standards (including of any applicable foreign jurisdiction), relating to the Processing of any Personal Information, including, but not limited to, the Federal Trade Commission Act, California Consumer Privacy Act, Payment Card Industry Data Security Standard, EU General Data Protection Regulation, UK General Data Protection Regulation, Controlling the Assault of Non-Solicited Pornography And Marketing Act, Telephone Consumer Protection Act, Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing rules and regulations, any and all applicable Laws relating to breach notification, the use of biometric identifiers, and the use of Personal Information for marketing purposes.

“Privacy Requirements” means all applicable Privacy Laws and all of the Company’s and the Company Subsidiaries’ policies, notices, and contractual obligations relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information.

“Processing” or “Processed” means the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical or administrative), disposal, destruction, disclosure or transfer (including cross-border) of any data, including Personal Information.

“Release” means any release, pumping, pouring, emitting, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, leak, flow, discharge, disposing or migration (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substances).

“Restricted Stock” means any restricted stock unit denominated in shares of Company Common Stock (whether or not vested) under the Company Stock Plan that is issued and outstanding as of the Effective Time.

“Sanctions Laws” means (a) Applicable Laws relating to economic sanctions, rules, regulations and executive orders of the United States, including the International Emergency Economic Powers Act (50 U.S.C. §§1701 et seq.), the Trading with the Enemy Act (50 App. U.S.C. §§1 et seq.) and any economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and (b) any other economic sanctions Laws, rules or regulations of a Governmental Entity with applicable jurisdiction over the Company or any Company Subsidiary.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Software” means any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (d) all documentation including user manuals and other training documentation relating to any of the foregoing.

“Subsidiary” of any Person means another Person, in which such first Person (i) owns, directly or indirectly, 50% or more of the outstanding voting securities, equity securities, profits interest or capital interest or (ii) is entitled to elect 50% or more of the members of the board of directors, board of managers or similar governing body.

“Superior Proposal” means an Alternative Transaction Proposal made after the date hereof and not resulting from a breach of Section 8.3, having terms that the Company Board determines in good faith (after consultation with its outside legal counsel and its independent financial advisor of nationally recognized reputation, taking into account all legal, financial, regulatory, timing and other aspects of the proposal and the Person making the proposal) would result in a transaction that, (i) if consummated, is more favorable from a financial point of view to the holders of Company Common Stock than the Merger (taking into account any changes to the terms of this Agreement proposed by Parent in response to any such Superior Proposal) and (ii) is reasonably capable of being completed on the terms proposed; provided, however, that, for purposes of this definition of “Superior Proposal,” the term “Alternative Transaction Proposal” shall have the meaning assigned to such term herein, except that the references to “10%” in such definition shall be deemed to be references to “50%.”

“Tax Return” means all returns, statements, forms and reports (including elections, declarations, disclosures, schedules, estimates and information returns) relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, required to be filed or supplied to a Taxing Authority.

“Taxes” means (i) any and all federal, state, local, foreign, provincial or territorial taxes, or any levies, duties, assessments and other governmental charges of any nature, whether imposed directly or through withholding by any Taxing Authority (together with any and all interest, penalties, additions to tax and additional amounts applicable with respect thereto), including income, franchise, premium, windfall or other profits, gross receipts, environmental, customs duty, stamp, property, sales, use, occupancy, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, net worth, escheat, unclaimed property, excise, withholding, ad valorem and value added taxes, (ii) all liability for the payment of any amounts of the type described in clause (i) as the result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or similar group (or being included (or required to be included) in any Tax Return related thereto) and (iii) all liability for the payment of any amounts as a result of an express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person with respect to the payment of any amounts of the type described in clause (i) or clause (ii).

“Taxing Authority” means any Governmental Entity responsible for the administration and collection of a Tax.

“Total Merger Consideration” means $35,855,000.

“U.S. GAAP” means United States generally accepted accounting principles.

“Virtual Data Room” means the virtual “data room” set up by the Company in connection with this Agreement.

(b) Interpretation Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any Exhibits hereto and Schedules delivered herewith) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections of, Exhibits to and Schedules delivered with this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions given for terms in this Section 1.1 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to “$” shall be deemed references to the lawful money of the United States of America. All references herein to “parties” shall be to the parties hereto unless the context shall otherwise require. References to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation, as amended (and, in the case of statutes, any rules and regulations promulgated under said statutes), in each case, as of such date. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. Any document or item will be deemed “delivered,” “provided” or “made available” by the Company within the meaning of this Agreement if such document or item (i) is included in the Virtual Data Room but only to the extent such information or documents were accessible to Parent or its Representatives at least two Business Days prior to the date of this Agreement or (ii) is otherwise delivered to Parent in a manner reasonably acceptable to Parent, in its sole discretion.

(c) Interpretation of Disclosure Letters. The disclosure of any fact, information or item in any Section of the Company Disclosure Letter or the Parent Disclosure Letter shall, should the existence of such fact, information or item be relevant to any other Section of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, be deemed to be disclosed with respect to such other Section so long as the relevance of such disclosure to such other Section is reasonably apparent on the face of such disclosure. Nothing in the Company Disclosure Letter or the Parent Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company, Parent or Merger Sub, as applicable, made herein.

(d) Additional Terms. The following terms are defined in the corresponding Sections of this Agreement: