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
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”).
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).
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”).
