Exhibit 10.5


 


EXECUTION
VERSION


 


IFRESH
INC.


 


VOTING
AGREEMENT


 


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).


 


RECITALS


 


WHEREAS,
the Company, NYM Holding Inc. (“NYM Holding”), E-compass Acquisition Corp., iFresh Merger Sub Inc., the stockholders
of NYM Holding, and Long Deng, as the representative of the stockholders, entered into a Merger Agreement, dated July 25, 2016
(the “Merger Agreement”);
and


 


WHEREAS,
each of the Voting Parties currently own, or on closing of the transactions contemplated by the Merger Agreement, will own, shares
of the Company’s capital stock, and wishes to provide for orderly elections of the Company’s board of directors as
described herein.


 


NOW
THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Agreement
to Vote. During the term of this Agreement and to the extent they are entitled under the Company’s constituent or organizational
documents or agreements to vote on such matter, each Voting Party agrees to vote all securities of the Company that may vote in
the election of the Company’s directors that such Voting Party owns from time to time, including any shares that are escrowed
pursuant to that certain Escrow Agreement by and among Loeb & Loeb LLP, as escrow agent, the Company and Long Deng, dated
as of the date of this Agreement (hereinafter referred to as the “Voting Shares”) in
accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders or any class or series
of stockholders or by written consent.


 


2. Election of Boards of Directors.


 


2.1 Voting. During
the term of this Agreement, and subject to the Company’s constituent or organizational documents or agreements, each
Voting Party agrees to vote all Voting Shares in such manner as may be necessary to elect (and maintain in office) as
members of the Company’s Board of Directors the following persons:


  


(a) Four
(4) persons (each a “NYM Designee,” and collectively, the “NYM Designees”) designated by
the Voting Parties who owned shares of NYM Holding prior to the consummation of the transactions contemplated by the Merger Agreement,
holding a majority of shares of capital stock owned by such Voting Parties (as applicable, the “NYM Selector”).
At least two (2) NYM Designees shall qualify as independent directors under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules of the Nasdaq Stock Market, if applicable; and


 






     

     


    

 


(b) One
(1) person (the “E-Compass Designee”) designated by the Voting Parties other than those who were stockholders
or employees of or consultants to NYM Holding or its affiliates prior to the date hereof, holding a majority of shares of capital
stock owned by such Voting Parties (as applicable, the “E-Compass Selector”). The
E-Compass Designee shall qualify as an independent director under the Exchange Act, and the rules of the Nasdaq Stock Market,
if applicable.


 


2.2 Initial
Designees. The initial NYM Designees are Long Deng, Lilly Deng, Jianming You, and Xiangke Fang. The initial E-Compass Designee
is Henry Chang-Yu Lee.


 


2.3 Size
of the Board. The parties hereto agree that they shall, and that they shall cause their respective designees to, maintain
the size of the Company’s Board of Directors at five (5) persons for the 24-month period following the Closing (as
defined in the Merger Agreement).


 


2.4 Obligations;
Removal of Directors; Vacancies. The obligations of the Voting Parties pursuant to this Section 2 shall include any
stockholder vote to amend the Company’s Certificate of Incorporation and By-laws as required to effect the intent of
this Agreement. Each of the Voting Parties and the Company agree not to take any actions that would materially and adversely
affect the provisions of this Agreement and the intention of the parties with respect to the composition of the
Company’s Board of Directors as herein stated. The parties acknowledge that the fiduciary duties of each member of the
Company’s Board of Directors are to the Company’s stockholders as a whole. In the event any director elected
pursuant to the terms hereof ceases to serve as a member of the Company’s Board of Directors, the Company and the
Voting Parties agree to take all such action as is reasonable and necessary, including the voting of shares of capital stock
of the Company by the Voting Parties as to which they have beneficial ownership, to cause the election or appointment of such
other substitute person to the Board of Directors as may be designated on the terms provided herein.


 


3. Successors
in Interest of the Voting Parties and the Company. The provisions of this Agreement shall be binding upon the successors
in interest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein,
unless such shares are sold into the public markets. Each Voting Party shall not, and the Company shall not, permit the
transfer of any Voting Party’s Voting Shares (except for sales of Voting Shares into the public markets), unless and
until the person to whom such securities are to be transferred shall have executed a written agreement pursuant to which such
person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting
Party hereunder.


  






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4. Covenants. The Company and each Voting Party agrees to take all actions required to ensure that the rights given to each Voting
Party hereunder are effective and that each Voting Party enjoys the benefits thereof. Such actions include, without limitation,
the use of best efforts to cause the nomination of the designees, as provided herein, for election as directors of the Company.
Neither the Company nor any Voting Party will, by any voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be performed hereunder by the Company or any such Voting Party, as applicable, but will at all times in good
faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary
or appropriate in order to protect the rights of each Voting Party hereunder against impairment.


 


5. Grant of Proxy. The parties agree that this Agreement does not constitute the granting of a proxy to any party or any other
person; provided, however, that should the provisions of this Agreement be construed to constitute the granting of proxies, such
proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.


 


6. Restrictive Legend. Until the earlier of the termination of this Agreement or the sale of the Applicable Voting Shares into
the public markets, each certificate representing any of the Voting Shares shall be marked by the Company with a legend reading
as follows:


 


“THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY
INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS
OF SAID VOTING AGREEMENT.”


 


7. Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for
the breach of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of
this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto
waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s
rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried
out in accordance with the terms and conditions hereof.


 


8. Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent
or in any other manner permitted by applicable law.


 


9. Termination. This Agreement shall terminate upon the first to occur of the following:


 


9.1 The
date that is twenty-four (24) months from the Closing Date (as defined in the Merger Agreement); or


 


9.2 Immediately
prior to a transaction pursuant to which a person or group other than current shareholders of the Company or the Voting
Parties, or their respective affiliates, will control greater than 50% of the Company’s voting power with respect to
the election of directors of the Company.


 






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10.  Amendments and Waivers. Except as otherwise provided herein, additional parties may be added to this Agreement, and any provision
of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of (a) the Company, and (b) the holders of a majority of Voting
Shares then held by the Voting Parties; provided, however, that the right of the NYM Selector to nominate the NYM Designees
shall not be amended without the written consent of a majority in interest of the NYM Selector; and provided further, that
the right of the E-Compass Selector to nominate the E-Compass Designees shall not be amended without the written consent of a
majority in interest of E-Compass Selector.


 


11. Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the
like, any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this
Agreement.


 


12.  Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


13. Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted
in accordance with the laws of the State of New York without reference to its conflicts of laws provisions.


 


14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument.


 


15. Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties hereto.


 


16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes
any prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth
herein or therein.


 


[Remainder
of page intentionally left blank; signature page follows]


 






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This
Voting Agreement is hereby executed effective as of the date first set forth above.


 


“COMPANY”



 


	IFRESH
    INC.	 
	a
    Delaware corporation	 
	 	 	 
	By:	/s/
    Richard Xu	 
	Name:	 	 
	Title:	 	 


 






     

     


    

 


	“VOTING
    PARTIES”	 
	 	 
	/s/
    Richard Xu	 
	Richard
    Xu	 
	 	 
	/s/ Chen
    Liu	 
	Chen
    Liu	 
	 	 
	/s/
    Peiling (Amy) He	 
	Peiling
    (Amy) He	 
	 	 
	 	 
	Long
    Deng	 
	 	 
	 	 
	Faming
    Lin	 
	 	 
	 	 
	Haiquan
    Chen	 
	 	 
	 	 
	Shengbao
    Zhang	 
	 	 
	 	 
	Shunwah
    Gee	 
	 	 
	 	 
	Yongguang
    Li	 
	 	 
	 	 
	Tongrui
    Huang	 
	 	 
	 	 
	Mei
    Deng	 


 






     

     


    

 


	“VOTING
    PARTIES”	 
	 	 
	 	 
	Richard
    Xu	 
	 	 
	 	 
	Chen
    Liu	 
	 	 
	 	 
	Peiling
    (Amy) He	 
	 	 
	/s/
    Long Deng	 
	Long
    Deng	 
	 	 
	/s/
    Faming Lin	 
	Faming
    Lin	 
	 	 
	 	 
	Haiquan
    Chen	 
	 	 
	/s/
    Shengbao Zhang	 
	Shengbao
    Zhang	 
	 	 
	 	 
	Shunwah
    Gee	 
	 	 
	/s/
    Yongguang Li	 
	Yongguang
    Li	 
	 	 
	/s/
    Tongrui Huang	 
	Tongrui
    Huang	 
	 	 
	/s/
    Mei Deng	 
	Mei
    Deng