SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 23rd, 2018 • iFresh Inc • Retail-grocery stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2018, between iFresh, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT IFRESH, INC.Common Stock Purchase Warrant • October 23rd, 2018 • iFresh Inc • Retail-grocery stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the earlier of (i) the first date on which all of the Warrant Shares (as defined below) may be sold pursuant to an effective registration statement or (ii) the first date on which this Warrant may be exercised on a cashless basis pursuant to Section 2(c) hereof and all of the Warrant Shares issued upon exercise may be immediately sold pursuant to Rule 144, provided that, in the case of (i) or (ii), if such date is not a Trading Day, such date shall be the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from iFresh, I
EXCHANGE COMMON STOCK PURCHASE WARRANT IFRESH, INC.Common Stock Purchase Warrant • June 6th, 2019 • iFresh Inc • Retail-grocery stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from iFresh, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Warrants to Purchase Common Stock issued pursuant to that certain Exchange Agreement, dated 2019 (the “Exchange Agreement”), in exchange for that certain Amended and Restated Common Stock Purchase Warrant of the Company previously issued to the Holder and d
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMerger Agreement • February 16th, 2017 • iFresh Inc • Retail-grocery stores
On July 25, 2016, E-compass Acquisition Corp. entered into a merger agreement (the “Merger Agreement”) with iFresh Inc. (“iFresh”), a Delaware corporation, iFresh Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of iFresh, or “Merger Sub,” NYM Holding, Inc. (“NYM”), the stockholders of NYM, and Long Deng, as representative of the stockholders of NYM. Pursuant to the terms of the Merger Agreement, E-Compass merged with and into iFresh in order to redomesticate the Company into Delaware (the “Redomestication”). On February 10, 2017, after the Redomestication, Merger Sub merged with and into NYM, resulting in NYM being a wholly owned subsidiary of iFresh. The transaction constituted a Business Combination. The Company closed the business combination by paying NYM’s stockholders an aggregate of: (i) $5 million in cash, plus, (ii) 12,000,000 shares of the Company’s common stock (the deemed value of the shares in the Merger Agreement). In connection with the closing, holde
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 10th, 2019 • iFresh Inc • Retail-grocery stores • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of June 7, 2019 by and among (i) iFresh Inc., a corporation incorporated in the State of Delaware (the “Purchaser” or “iFresh”), (ii) Long Deng (the “Purchaser Representative”), (iii) Xiaotai International Investment Inc., a Cayman Islands Company (the “Company”) and (iv) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”). The Purchaser, the Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article XII hereof.
PURCHASE AGREEMENTShare Purchase Agreement • June 10th, 2019 • iFresh Inc • Retail-grocery stores • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of June 7, 2019 by and among (i) Go Fresh 365 Inc. a Florida corporation (the “Purchaser”), (ii) NYM Holding, Inc., a Delaware corporation (the “Company”) and (iii) iFresh, Inc. (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
iFRESH INC. October __, 2018Lock-Up Agreement • October 23rd, 2018 • iFresh Inc • Retail-grocery stores • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 13th, 2018 • iFresh Inc • Retail-grocery stores • Nevada
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 11, 2018 by and between IFRESH INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
PURCHASE AGREEMENTPurchase Agreement • August 7th, 2020 • iFresh Inc • Retail-grocery stores • New York
This PURCHASE AGREEMENT (the “Agreement”), dated as of August 6, 2020, by and among iFresh Inc. (the “Purchaser”), Fei Zhang, holder of PRC identification card no. 510283198104152817, a PRC citizen with his residence address at no. 136-30, Yue Jin Village, Da Du Kou District, Chong Qing City, China (“Mr. Fei Zhang”), and Liu Meng, holder of PRC identification card no. 110102197209070444, a PRC citizen with her residence address at no. 1402, Building 4, San Yuan Li Bei Xiao Jie, Chaoyang District, Beijing, China (“Ms. Liu”, together with Mr. Zhang, the “Sellers”, and each individually a “Seller”) and Jiuxiang Blue Sky Technology (Beijing) Co. Ltd., a PRC company (the “Company”).
iFRESH INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2019 • iFresh Inc • Retail-grocery stores • New York
This Employment Agreement (this “Agreement”) is made and entered into on April 1st, 2018 (the “Effective Date”) by and between iFresh Inc. (the “Company”) and Xin He (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SECOND FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • October 23rd, 2019 • iFresh Inc • Retail-grocery stores
This Second Forbearance and Amendment Agreement (this “Agreement”), dated as of October 15, 2019 (the “Effective Date”), is entered into by and among NYM Holding, Inc., a Delaware corporation (the “Borrower”), iFresh, Inc., a Delaware corporation (“iFresh”), New York Mart 8 Ave., Inc., a New York corporation (“NYM8”), New York Mart East Broadway Inc., a New York corporation (“NYM E. Broadway”), New York Supermarket East Broadway Inc., a New York corporation (“NYS E. Broadway”), New York Mart Group Inc., a New York corporation (“NYMG”), Ming’s Supermarket, Inc., a Massachusetts corporation (“Ming’s”), New York Mart Mott St., Inc., a New York corporation (“Mott”), New York Mart Roosevelt, Inc., a New York corporation (“Roosevelt”), New York Mart Sunrise, Inc., a Florida corporation (“Sunrise”), Zen Mkt Quincy, Inc., a Massachusetts corporation (“Zen”), Strong America Limited, a New York corporation (“Strong America”), iFresh E. Colonial Inc., a Florida corporation (“E Colonial”), iFresh
PURCHASE AGREEMENTPurchase Agreement • March 27th, 2020 • iFresh Inc • Retail-grocery stores • New York
This PURCHASE AGREEMENT (the “Agreement”), dated as of March 26th, 2020, by and among iFresh Inc. (the “Purchaser”), Kairui Tong, holder of PRC identification card no. 421202199308200011, a PRC citizen with his residence address at no. No.502, Unit 2, No.32 Guihua Road, Yongan Xianan District Xianning City, Hubei Province (“Mr. Tong”), and Hao Huang, holder of PRC identification card no. 21142119930309621X, a PRC citizen with his residence address at No.17 Zhuxian Tun, Zhuxian Village, Gaodianzi Township, Suizhong County, Liaoning Province(“Mr. Huang”, together with Mr. Tong, the “Sellers”, and each individually a “Seller”) and Hubei Rongentang Wine Co, Ltd., a PRC company, and Hubei Rongentang Herbal Wine Co., Ltd., a PRC company (each a “Company”, collectively the “Companies”).
CREDIT AGREEMENT dated as of December 23, 2016 between NYM HOLDING, INC., as Borrower and KEYBANK NATIONAL ASSOCIATION, as Lender $25,000,000 Senior Secured Credit FacilitiesCredit Agreement • June 29th, 2018 • iFresh Inc • Retail-grocery stores • New York
THIS CREDIT AGREEMENT (as from time to time amended, restated, supplemented or otherwise modified from time to time and in effect, this “Agreement”) is made as of December 23, 2016 (the “Effective Date”), by and between NYM HOLDING, INC., a Delaware corporation (the “Borrower”), and KEYBANK NATIONAL ASSOCIATION, with an address at 660 White Plains Road, 2nd Floor, Tarrytown, NY 10591 (together with its permitted successors and assigns, the “Lender”).
AMENDMENT TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 13th, 2018 • iFresh Inc • Retail-grocery stores
Effective July 11, 2018, IFRESH INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Buyer”), entered into this Amendment and agree as follows:
CONFIDENTIAL March 26, 2018 VIA ELECTRONIC DELIVERY Long Deng Executive Chairman, CEO & COO iFresh Inc.Placement Agreement • October 23rd, 2018 • iFresh Inc • Retail-grocery stores • New York
CONSULTING AGREEMENTConsulting Agreement • August 15th, 2018 • iFresh Inc • Retail-grocery stores • New York
This Consulting Agreement (the “Agreement”) is made and entered into to be effective as of August 9, 2018 (the “Effective Date”) by and between iFresh Inc. (IFMK) located at 2-39 54th Avenue, Long Island City, NY 11101 (the “Company”) and Horowitz and Rubenstein, LLC located at 200 South Service Road, Suite 100, Roslyn Heights, NY 11577 (the “Consultant”).
LIMITED WAIVER AND AMENDMENT AGREEMENTLimited Waiver and Amendment Agreement • April 6th, 2021 • iFresh Inc • Retail-grocery stores
This Limited Waiver and Amendment Agreement (this “Agreement”), dated as of March 31, 2021 (the “Effective Date”), is entered into by and among NYM Holding, Inc., a Delaware corporation (the “Borrower”), iFresh, Inc., a Delaware corporation (“iFresh”), New York Mart 8 Ave., Inc., a New York corporation (“NYM8”), New York Mart East Broadway Inc., a New York corporation (“NYM E. Broadway”), New York Supermarket East Broadway Inc., a New York corporation (“NYS E. Broadway”), New York Mart Group Inc., a New York corporation (“NYMG”), Ming’s Supermarket, Inc., a Massachusetts corporation (“Ming’s”), New York Mart Mott St., Inc., a New York corporation (“Mott”), New York Mart Roosevelt, Inc., a New York corporation (“Roosevelt”), New York Mart Sunrise, Inc., a Florida corporation (“Sunrise”), Zen Mkt Quincy, Inc., a Massachusetts corporation (“Zen”), Strong America Limited, a New York corporation (“Strong America”), iFresh E. Colonial Inc., a Florida corporation (“E Colonial”), iFresh Glen C
January 6, 2020Conversion Agreement • February 14th, 2020 • iFresh Inc • Retail-grocery stores
PURCHASE AGREEMENTPurchase Agreement • February 14th, 2020 • iFresh Inc • Retail-grocery stores • New York
This PURCHASE AGREEMENT, dated as of December 11th , 2019, (this “Agreement”) is entered into by and among iFresh Inc., a Delaware corporation (the “Company”), and the person signatory hereto (the “Investor”).
OPTION AGREEMENTOption Agreement • February 16th, 2017 • iFresh Inc • Retail-grocery stores • New York
This OPTION AGREEMENT (the “Agreement”), dated as of February 10, 2017, by and among iFresh Inc. (the “Purchaser”), Long Deng (“Deng”) and each of the entities listed on the signature page hereto (each an “Option Company” and, collectively, the “Option Companies”).
EXCHANGE AGREEMENTExchange Agreement • June 6th, 2019 • iFresh Inc • Retail-grocery stores • New York
This Exchange Agreement (the “Agreement”) is entered into as of the 1st day of June, 2019, by and among iFresh, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:
IFRESH INC. VOTING AGREEMENTVoting Agreement • February 16th, 2017 • iFresh Inc • Retail-grocery stores • New York
This Voting Agreement (this “Agreement”) is made as of February 10, 2017, by and among iFresh Inc., a Delaware corporation (the “Company”), and each of the individuals set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 23rd, 2018 • iFresh Inc • Retail-grocery stores • New York
This PURCHASE AGREEMENT (the “Agreement”), effective on the date of execution by the last party to execute it (the “Effective Date”) is entered into by and between iFresh Inc., a Delaware corporation (the “Company”), and Ted Karkus (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2017 • iFresh Inc • Retail-grocery stores • New York
This Registration Rights Agreement (the “Agreement”) is made as of February 10, 2017 by and among iFresh Inc., Delaware corporation (including any successor in interest of the Company or other entity that issues Registrable Securities (as defined herein) the “Company”), and the persons listed on Schedule A attached hereto (each an “Investor,” and collectively, the “Investors”).
PURCHASE AGREEMENTPurchase Agreement • March 26th, 2020 • iFresh Inc • Retail-grocery stores • New York
This PURCHASE AGREEMENT, dated as of March 25th, 2020, (this “Agreement”) is entered into by and among iFresh Inc., a Delaware corporation (the “Company”), and the person signatory hereto (the “Investor”).
Employment Termination AgreementEmployment Termination Agreement • January 7th, 2019 • iFresh Inc • Retail-grocery stores • New York
This Employment Termination Agreement (the “Agreement”) is effective on the date of execution by the last party to execute it (the “Effective Date”) and is entered into by and between iFresh, Inc., a Delaware corporation (the “Company”), and Xin He (the “Executive”).
CONVERSION AGREEMENTConversion Agreement • February 14th, 2020 • iFresh Inc • Retail-grocery stores • New York
THIS CONVERSION AGREEMENT (this “Agreement”), dated as of December 11th, 2019, is entered into by and between Long Deng (the “Purchaser”), and iFresh Inc., a Delaware corporation (the “Company). The Purchaser and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
iFRESH INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2019 • iFresh Inc • Retail-grocery stores • New York
This Employment Agreement (this “Agreement”) is made and entered into on January 17, 2019 by and between iFresh Inc. (the “Company”) and Long Yi (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 20th, 2018 • iFresh Inc • Retail-grocery stores • New York
This PURCHASE AGREEMENT (the “Agreement”), effective on the date of execution by the last party to execute it (the “Effective Date”) is entered into by and between iFresh Inc., a Delaware corporation (the “Company”), and Uzi Einy (the “Investor”).
