Exhibit 10.4


 


EXECUTION
VERSION


 


OPTION
AGREEMENT


 


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”).


 


WITNESSETH:


 


		A.	The
                                                                                                                                                                                                                                 Purchaser, E-Compass Acquisition Corp., then the parent company of Purchaser, iFresh Merger Sub Inc., a wholly-owned
                                                                                                                                                                                                                                 subsidiary of Purchaser (“Merger                                          Sub”), NYM Holding, Inc. (the “Company”),
                                                                                                                                                                                                                                 the stockholders                                          of the Company (each a “Stockholder” and
                                                                                                                                                                                                                                 collectively the “Stockholders”)                                          and Deng as the representative
                                                                                                                                                                                                                                 of the Stockholders, entered into a Merger Agreement,                                          dated July 25, 2016 (the “Merger
                                                                                                                                                                                                                                 Agreement”), providing for, among other                                          things, the merger of Merger Sub
                                                                                                                                                                                                                                 with and into the Company;



 


		B.	The
                                         Option Companies own and operate each of the stores listed on Exhibit A attached
                                         hereto (the “Business”); and



 


		C.	In
                                                                                                                                                                                                                                 consideration of Purchaser entering into the Merger Agreement, Deng has agreed to grant Purchaser the option to purchase the
                                                                                                                                                                                                                                 Option Companies on the terms and                                          conditions specified herein.



 


For
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties accordingly agree as
follows:


 


ARTICLE
I

DEFINITIONS


 


The
following terms, as used herein, have the following meanings:


 


1.1 “Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common
Control with such Person.


 


1.2 “Authority”
means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any
arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or
local.


 


1.3 “Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New
York, U.S.A. are authorized to close for business.


 


1.4 “Equity
Interests” means all of the outstanding equity interests (including the common stock) in each Option Company.


 


1.5 “Material
Adverse Change” and “Material Adverse Effect” mean, with respect to the parties hereto, any change, event or
effect that individually or when taken together with all other changes, events and effects (financial or otherwise) that have
occurred prior to the date of determination, is or is reasonably likely to be material and adverse to the operations, assets,
liabilities, business or financial condition of the parties hereto or any Option Company’s Property owned thereby.


 






    


     


    

 


1.6 “Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability
partnership), limited liability company, association, trust or other entity or organization, including a government, domestic
or foreign, or political subdivision thereof, or an agency or instrumentality thereof.


 


1.7 “SEC”
means the Securities and Exchange Commission.


 


ARTICLE
II


TERMS
AND CONDITIONS OF THE PURCHASE AND SALE


 


2.1 Option.


 


(a) Deng
hereby grants the Purchaser, or its assignees, the option to require Deng to sell to the Purchaser, or its assignees, the Equity
Interests during the Option Period (as defined below) (the “Option”), provided that the Purchaser may not purchase
fewer than all of the Equity Interests of an Option Company. In order to exercise the Option, the Company shall deliver to Deng
a written notice indicating that it wishes to exercise the Option and the Option Company or Option Companies it wishes to acquire.
The “Option Period” will begin on the date hereof and terminate on the earlier of the date the Option is exercised
and March 31, 2017 (the “Option Due Date”). For the avoidance of doubt, the Purchaser may elect to exercise
the Option in installments by purchasing one or more of the Option Companies at a time during the Option Period.


 


(b) In
consideration for the Equity Interests, the Purchaser shall pay Deng $2.5 million in cash minus any liabilities owed to the Company
or any of its subsidiaries by the applicable Option Company as of the Closing Date relating to the Business (the “Consideration”).
The dollar amount of any such liabilities shall be determined by Purchaser and shall be agreed upon by the parties at least 15
days prior to such Closing (as defined below). In the event that the parties do not agree on the amount of liabilities, the applicable
Closing shall take place and the disputed amount shall be placed in escrow with an escrow agent mutually agreeable to Deng and
the Company.


 


2.2 Closing. Subject
to the terms and conditions of this Agreement, each closing of the Option (each a “Closing”
and collectively, the “Closings”) shall take place no later than the second Business Day after the last of
the conditions to the Closing set forth in Article IV  have been satisfied or waived (the date and time at which a Closing is
actually held being a “Closing Date”). At each Closing, as the case may be:


 


(a) Deng
shall transfer all of the outstanding Equity Interests in the applicable Option Company to the Purchaser.


 


(b) Deng
shall receive the Consideration.


 






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c) Deng
and the applicable Option Company shall issue a certificate to the Purchaser dated as of a date within five Business Days of
the Closing Date making representations and warranties about the Business equivalent to the representations and warranties
made by the Company and the Stockholders in the Merger Agreement.


 


ARTICLE
III


COVENANTS
OF ALL PARTIES HERETO


 


The
parties hereto covenant and agree that:


 


3.1 Best
Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, each party shall use its best efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable
laws, to consummate and implement expeditiously each of the transactions contemplated by this Agreement. The parties hereto shall
execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary
or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement.


 


3.2 Conduct
of the Business.


 


(a) From
the date hereof through each Closing Date, the Option Companies shall conduct the Business only in the ordinary course (including
the payment of accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter
into any material transactions without the prior written consent of Purchaser, and shall use its best efforts to preserve intact
its business relationships with employees, clients, suppliers and other third parties. Without limiting the generality of the
foregoing, from the date hereof until and including each Closing Date, without Purchaser’s prior written consent (which shall
not be unreasonably withheld), each Option Company shall not:


 


(i) amend,
modify or supplement its certificate of incorporation and bylaws or other organizational or governing documents;


 


(ii) make
any capital expenditures in excess of $1,000,000 (individually or in the aggregate);


 


(iii) sell,
lease, license or otherwise dispose of any of the Option Company’s assets except (1) pursuant to existing contracts or commitments disclosed herein and (2) sales of inventory in the ordinary
course consistent with past practice;


 


(iv) accept
returns of products sold from inventory except in the ordinary course, consistent with past practice;


 


(v) pay,
declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to pay any other payments to any stockholder of the Option Company;


 


(vi) suffer
or incur any lien on the Option Company’s assets;


 






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(vii) suffer
any damage, destruction or loss of property related to any of the Option Company’s assets, whether or not covered by insurance;


 


(viii) merge
or consolidate with or acquire any other Person or be acquired by any other Person;


 


(ix) suffer
any insurance policy protecting any of the Option Company’s assets to lapse;


 


(x) make
any change in its accounting principles or methods or write down the value of any inventory or assets;


 


(xi) change
the place of business or jurisdiction of organization of the Option Company;


 


(xii) extend
any loans other than travel or other expense advances to employees in the ordinary course of business not to exceed $1,000 individually
or $10,000 in the aggregate;


 


(xiii) issue,
redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or
convertible into any shares of its capital stock;


 


(xiv) effect
or agree to any change in any practices or terms, including payment terms, with respect to customers or suppliers;


 


(xv) make
or change any material tax election or change any annual tax accounting periods; or


 


(xvi) agree
to do any of the foregoing.


 


(b) No
Option Company shall (i) take or agree to take any action that might make any representation or warranty of the Option
Company inaccurate or misleading in any respect at, or as of any time prior to, any Closing Date or (ii) omit to take, or
agree to omit to take, any action necessary to prevent any such representation or warranty from being inaccurate or
misleading in any respect at any such time.


 


3.3 Access
to Information.


 


(a) From the date
hereof until and including each Closing Date, each Option
Company shall, to the best of its ability, (i) continue to give the Purchaser, its legal counsel and other representatives
full access to the offices, properties and, books and records, (ii) furnish to the Purchaser, its legal counsel and other
representatives such information relating to the Business as such Persons may request and (iii) cause the employees, legal
counsel, accountants and representatives of the Option Company to cooperate with Purchaser in its investigation of the
Business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall
affect any representation or warranty given by the Option Company and, provided further, that any investigation
pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business
of the Option Company.


 






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ARTICLE
IV


CONDITIONS
TO CLOSING


 


4.1 Condition
to the Obligations of the Parties. The obligations of all of the parties to consummate each Closing are subject to the satisfaction
of all the following conditions: (a) no provision of any applicable law, and no judicial order, shall prohibit or impose any condition
on the consummation of any such Closing, and (b) there shall not be any pending action brought by a third-party non-Affiliate
to enjoin or otherwise restrict the consummation of any such Closing.


 


4.2 Conditions
to Obligations of Purchaser. The obligations of Purchaser to consummate each Closing are subject to the satisfaction, or the
waiver at the Purchaser’s discretion, of the following further conditions:


 


(a) Each
of Deng and the applicable Option Company shall have performed in all material respects all of its obligations hereunder
required to be performed by it at or prior to such Closing Date.


 


(b) All
of the representations and warranties of Deng and the applicable Option Company contained in this Agreement and in any
certificate or other writing delivered by Deng or the applicable Option Company pursuant hereto, disregarding all
qualifications and expectations contained therein relating to materiality or Material Adverse Effect, regardless of whether
it involved a known risk, shall be true and correct in all material respects at and as of such Closing Date, as if made at
and as of such date.


 


(c) Purchaser
shall have received certificates signed by Deng and an authorized officer of each applicable Option Company to the effect set
forth in clauses (a) and (b) of this Section 4.2.


 


ARTICLE
V


INDEMNIFICATION


 


5.1 Indemnification
of Deng. Purchaser hereby agrees to indemnify and hold harmless Deng, each of his Affiliates and each of his partners, employees,
attorneys and agents and permitted assignees (the “Deng Indemnitees”), against and in respect of any and all
out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution
in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the
foregoing collectively, “Losses”) incurred or sustained by any Deng Indemnitee as a result of or in connection
with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations,
warranties and covenants of Purchaser contained herein or any certificate or other writing delivered pursuant hereto.


 






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5.2 Indemnification
of Purchaser. Deng hereby agrees to indemnify and hold harmless Purchaser, each of its Affiliates, and each of their members,
managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Purchaser Indemnitees”)
against and in respect of any Losses incurred or sustained by any Purchaser Indemnitee as a result of any breach, inaccuracy
or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of Deng or the Option Companies
contained herein or in any certificate or other writing delivered pursuant hereto.


 


5.3 Indemnification
Procedures. The following procedures shall apply with respect to all claims by either a Deng Indemnitee or a Purchaser Indemnitee
(an “Indemnified Party”) for indemnification:


 


(a) An
Indemnified Party shall give the Purchaser or Deng, as applicable, prompt notice (an “Indemnification
Notice”) of any third-party action with respect to which such Indemnified Party seeks indemnification pursuant to
Section 5.1 or 5.2 (a “Third-Party Claim”), which shall describe in reasonable detail the Loss that has been
or may be suffered by the Indemnified Party. The failure to give the Indemnification Notice shall not impair any of the
rights or benefits of such Indemnified Party under Section 5.1 or 5.2, except to the extent such failure materially and
adversely affects the ability of Purchaser or Deng, as applicable (any of such parties, “Indemnifying
Parties”) to defend such claim or increases the amount of such liability.


 


(b) In
the case of any Third-Party Claims as to which indemnification is sought by any Indemnified Party, such Indemnified Party
shall be entitled, at the sole expense and liability of the Indemnifying Parties, to exercise full control of the defense,
compromise or settlement of any Third-Party Claim unless the Indemnifying Parties, within a reasonable time after the giving
of an Indemnification Notice by the Indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a
written confirmation to such Indemnified Party that the indemnification provisions of Section 5.1 or 5.2 are applicable to
such action and the Indemnifying Parties will indemnify such Indemnified Party in respect of such action pursuant to the
terms of Section 5.1 or 5.2 and, notwithstanding anything to the contrary, shall do so without asserting any challenge,
defense, limitation on the Indemnifying Parties liability for Losses, counterclaim or offset, (ii) notify such Indemnified
Party in writing of the intention of the Indemnifying Parties to assume the defense thereof, and (iii) retain legal counsel
reasonably satisfactory to such Indemnified Party to conduct the defense of such Third-Party Claim.


 


(c) If
the Indemnifying Parties assume the defense of any such Third-Party Claim pursuant to Section 5.3(b), then the Indemnified Party
shall cooperate with the Indemnifying Parties in any manner reasonably requested in connection with the defense, and the Indemnified
Party shall have the right to be kept fully informed by the Indemnifying Parties and their legal counsel with respect to the status
of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If
the Indemnifying Parties so assume the defense of any such Third-Party Claim the Indemnified Party shall have the right to employ
separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses
of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Parties have agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded
parties) include an Indemnified Party and an Indemnifying Party and such Indemnified Party shall have been advised by its counsel
that there may be a conflict of interest between such Indemnified Party and the Indemnifying Parties in the conduct of the defense
thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Parties.


 






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(d) If
the Indemnifying Parties elect to assume the defense of any Third- Party Claim pursuant to Section 5.3(b), the Indemnified
Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the
Indemnifying Parties withdraw from or fail to vigorously prosecute the defense of such asserted liability, or unless a
judgment is entered against the Indemnified Party for such liability. If the Indemnifying Parties do not elect to defend, or
if, after commencing or undertaking any such defense, the Indemnifying Parties fail to adequately prosecute or withdraw such
defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying
Parties’ expense. Notwithstanding anything to the contrary, the Indemnifying Parties shall not be entitled to control, but
may participate in, and the Indemnified Party (at the expense of the Indemnifying Parties) shall be entitled to have sole
control over, the defense or settlement of (i) that part of any Third Party Claim (x) that seeks a temporary
restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, or (y) to the
extent such Third Party Claim involves criminal allegations against the Indemnified Party or (ii) the entire Third Party
Claim if such Third Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater
than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement. In the event the
Indemnified Party retains control of the Third Party Claim, the Indemnified Party will not settle the subject claim without
the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.


 


(e) If
the Indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 5.1 or 5.2 and proposes to
settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall
give the Indemnifying Parties prompt written notice thereof and the Indemnifying Parties shall have the right to participate
in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Parties’
expense. The Indemnifying Parties shall not, without the prior written consent of such Indemnified Party settle or compromise
or consent to entry of any judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment
of money damages is or may be sought against such Indemnified Party, (ii) in which such Third Party Claim could be reasonably
expected to impose or create a monetary liability on the part of the Indemnified Party (such as an increase in the
Indemnified Party’s income Tax) other than the monetary claim of the third party in such Third-Party Claim being paid
pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the
claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party
of a release from all liability with respect to such Third-Party Claim and all other actions (known or unknown) arising or
which might arise out of the same facts.


 






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5.4 Periodic
Payments. Any indemnification required by Section 5.1 or 5.2 for costs, disbursements or expenses of any Indemnified Party
in connection with investigating, preparing to defend or defending any action shall be made by periodic payments by the Indemnifying
Parties to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs,
disbursements or expenses are incurred.


 


5.5 Insurance. Any
indemnification payments hereunder shall take into account any insurance proceeds or other third party reimbursement
actually received.


 


5.6 Survival
of Indemnification Rights. The representations and warranties of Purchaser, each Option Company and Deng shall survive until
the twelve (12) months following the last Closing.


 


ARTICLE
VI


DISPUTE
RESOLUTION


 


6.1 Arbitration.


 


(a) The
parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with
respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged
breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (“Arbitrator”),
shall be binding, final and non-appealable and not subject to this Section 6.1. The parties agree that binding arbitration
shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including
with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any
alleged breach thereof (including any claim in tort, contract, equity, or otherwise).


 


(b) If
the parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the New York, New York chapter head of the
American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30)
days of such written request.


 


(c) The
laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of
the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New York, which
laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings
of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority
to award punitive or other exemplary damages.


 


(d) The
arbitration shall be held in New York, New York in accordance with and under the then current provisions of the rules of the
American Arbitration Association, except as otherwise provided herein.


 






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(e) On
application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply
to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that
his decision shall be rendered within the period referred to in Section 6.1(c).


 


(f) The
Arbitrator may, at his discretion and at the expense of the parties who will bear the cost of the arbitration, employ experts
to assist him in his determinations.


 


(g) The
costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award, as applicable (including
actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s
decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator
shall be final and binding upon the parties and not subject to appeal.


 


(h) Any
judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the exclusive jurisdiction of the courts
(Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive
relief in connection with or in aid of the Arbitration. The parties expressly consent to the personal and subject matter jurisdiction
of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall
challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto)
shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy,
reorganization, or insolvency proceeding.


 


(i) The
parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any
claim or demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting
from the willful misconduct of the person indemnified.


 


(j) This
arbitration section shall survive the termination of this Agreement and any agreement contemplated hereby.


 


6.2 Waiver
of Jury Trial; Exemplary Damages.


 


(a)
THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL
BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE PARTIES TO THIS AGREEMENT
OF ANY KIND OR NATURE. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS
AGREEMENT.


 






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(b) Each
of the parties to this Agreement acknowledges that each has been represented in connection with the signing of this Agreement
by independent legal counsel selected by the respective party and that such party has discussed the legal consequences and
import of this waiver with legal counsel. Each of the parties to this Agreement further acknowledge that each has read and
understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after
consideration of the consequences of this waiver with legal counsel.


 


6. 3 Attorneys’
Fees. The unsuccessful party to any action arising out of this Agreement that is not resolved by arbitration under Section
6.1 shall pay to the prevailing party all attorneys’ fees and costs actually incurred by the prevailing party, in addition
to any other relief to which it may be entitled. As used in this Section 6.3 and elsewhere in this Agreement, “actual attorneys’
fees” or “attorneys’ fees actually incurred” means the full and actual cost of any legal services actually
performed in connection with the matter for which such fees are sought, calculated on the basis of the usual fees charged by the
attorneys performing such services, and shall not be limited to “reasonable attorneys’ fees” as that term may
be defined in statutory or decisional authority.


 


ARTICLE
VII

TERMINATION


 


7.1 Termination
Upon Default.


 


(a) Deng
may terminate this Agreement by giving notice to the Purchaser on or prior to any Closing Date, without prejudice to any
rights or obligations Deng may have, if Purchaser shall have materially breached any representation or warranty or breached
any agreement or covenant contained herein on or prior to such Closing Date, and in either case, such breach is not cured
within ten (10) days following receipt by the Purchaser of a notice describing in reasonable detail the nature of such
breach.


 


(b) The
Purchaser may terminate this Agreement by giving notice to Deng, without prejudice to any rights or obligations Purchaser or
Company may have, if Deng shall have materially breached any of its covenants, agreements, representations, and warranties
contained herein to be performed on or prior to any Closing Date and such breach shall not be cured by ten (10) days
following receipt by Deng of a notice describing in reasonable detail the nature of such breach.


 


(c) In
the event this Agreement is terminated by Deng pursuant to Section 7.1(a), Purchaser shall be responsible for paying all of
its own expenses and those of Deng and each Option Company incurred in connection with this Agreement.


 


(d) In
the event this Agreement is terminated by the Purchaser pursuant to Section 7.1(b), Deng shall be responsible for paying all
of its own expenses and the expenses of Purchaser incurred in connection with this Agreement.


 


7.2 Survival.
The provisions of Section 6.3, as well as this Article VII, shall survive any termination hereof.


 






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ARTICLE VIII


MISCELLANEOUS


 


8.1 Notices.
Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or
recognized courier service, by 4:00PM on a business day, addressee’s day and time, on the date of delivery, and otherwise
on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically,
if by 4:00PM on a business day, addressee’s day and time, and otherwise on the first business day after the date of such
confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed
to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as
a party shall specify to the others in accordance with these notice provisions:


 


if
to Purchaser, to:


 


iFresh
Inc.


7
Times Square


New
York, NY 10036


Attention: Richard Xu


Telecopy: 646-912-8918


 


if
to Deng, to:


 


2-39
54th Avenue


Long
Island City, NY 11101


Attn:
Long Deng


Fax: 718-628-3822


 


if
to Option Companies, to:


 


2-39
54th Avenue


Long
Island City, NY 11101


Attn:
Long Deng


Fax: 718-628-3822


 


8.2 Amendments;
No Waivers; Remedies.


 


(a) This
Agreement cannot be amended, except by a writing signed by each party, or terminated orally or by course of conduct. No
provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any
such waiver shall apply only in the particular instance in which such waiver shall have been given.


 


(b) Neither
any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any
course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction
of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right
of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise
required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise
of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise
of any right or remedy with respect to any other breach.


 






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(c) Except
as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy
stated herein or that otherwise may be available.


 


(d) Notwithstanding
anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary
damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this
Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 


8.3 Arms’
Length Bargaining; no Presumption Against Drafter. This Agreement has been negotiated at arms-length by parties of equal bargaining
strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated
in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and
no such relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of
this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.


 


8.4 Publicity.
Except as required by law, the parties agree that neither they nor their agents shall issue any press release or make any
other public disclosure concerning the transactions contemplated hereunder without the prior approval of the other party hereto.


 


8.5 Expenses.
Except as otherwise expressly set forth herein, all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such cost or expense.


 


8.6 No
Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation,
operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without
such consent shall be void, in addition to constituting a material breach of this Agreement.


 


8.7 Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the state of New York, without giving
effect to the conflict of laws principles thereof.


 


8.8 Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all
of which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but
need not individually) bear the signatures of all other parties.


 






    	 	12	 



     


    

 


8.9 Entire
Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof
and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which
are merged herein. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding,
discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition
precedent to the effectiveness of any provision hereof or thereof. No party has relied on any representation from, warranty or
agreement of any person in entering into this Agreement, prior or contemporaneous, except those expressly stated herein.


 


8.10
Severability. A determination by a court or other legal authority that any provision that is not of the essence of this
Agreement is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties shall
cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to
be invalid a valid provision, as alike in substance to such invalid provision as is lawful.


 


8.11
Construction of Certain Terms and References; Captions. In this Agreement:


 


(a) References
to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and
subsections, schedules, and exhibits of this Agreement.


 


(b) The
words “herein,” “hereof,” “hereunder,” and words of similar import refer to this
Agreement as a whole and not to any particular provision of this Agreement, and, unless the context requires
otherwise, “party” means a party signatory hereto.


 


(c) Any
use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context
otherwise requires; “including” means “including without limitation;“ “or” means
“and/or;” “any” means “any one, more than one, or all;” and, unless otherwise specified,
any financial or accounting term has the meaning of the term under United States generally accepted accounting principles as
consistently applied heretofore by party.


 


(d) Unless
otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all
schedules, exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule,
regulation, ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise
modified from time to time. Any reference to a numbered schedule means the same-numbered section of the disclosure
schedule.


 


(e) If
any action is required to be taken or notice is required to be given within a specified number of days following a specific
date or event, the day of such date or event is not counted in determining the last day for such action or notice. If any
action is required to be taken or notice is required to be given on or before a particular day which is not a Business Day,
such action or notice shall be considered timely if it is taken or given on or before the next Business Day.


  





(f) Captions
are not a part of this Agreement, but are included for convenience, only.


 


8.12
Further Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered
within the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.


 


8.13
Third Party Beneficiaries. Neither this Agreement nor any provision hereof confers any benefit or right upon or may be
enforced by any Person not a signatory hereto.


 


[The
remainder of this page intentionally left blank; signature pages to follow]


 






    	 	13	 



     


    

 





IN
WITNESS WHEREOF, Deng, Purchaser and the Option Companies have each caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.


 


	 	DENG:	 
	 		/s/
    Long Deng
	 	 	Long
    Deng
	 	 	 
	 	PURCHASER:	 	 
	 	 	iFresh
    Inc.
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	OPTION
    COMPANIES:	 	 
	 	 	 	 
	 	 	New
    York Mart, Inc., Pacific Supermarket, Inc.,
	 	 	New
    York Mart MD, Inc., New York
	 	 	Mart
    N. Miami, Inc.
	 	 	 	 
	 	 	NEW
    YORK MART, INC.
	 	 	 	 
	 	 	By:	/s/
    Long Deng
	 	 		Name: Long
    Deng
	 	 		Title:   President
	 	 	 	 
	 	 	PACIFIC
    SUPERMARKET, INC.
	 	 	 	 
	 	 	By:	/s/
    Long Deng
	 	 	 	Name:
    Long Deng
	 	 	 	Title:
      President






  






    	 	14	 



     


    

 





IN
WITNESS WHEREOF, Deng, Purchaser and the Option Companies have each caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.


 





	 	DENG:	 
	 		
	 	 	Long
    Deng
	 	 	 
	 	PURCHASER:	 	 
	 	 	iFresh
    Inc.
	 	 	 	 
	 	 	By:	/s/
    Richard Xu
	 	 	 	Name: Richard
    Xu
	 	 	 	Title:  CEO
	 	OPTION
    COMPANIES:	 	 
	 	 	 	 
	 	 	New
    York Mart, Inc., Pacific Supermarket, Inc.,
	 	 	New
    York Mart MD, Inc., New York
	 	 	Mart
    N. Miami, Inc.
	 	 	 	 
	 	 	NEW
    YORK MART, INC.
	 	 	 	 
	 	 	By:	
	 	 		Name: 
	 	 		Title:   
	 	 	 	 
	 	 	PACIFIC
    SUPERMARKET, INC.
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
      


 






    	 	15	 



     


    

 





	 	NEW
    YORK MART MD, INC.
	 	 	 
	 	By:	/s/
    Long Deng
	 	 	Name:
    Long Deng
	 	 	Title:
      President
	 	 	 
	 	NEW
    YORK MART N. MIAMI, INC.
	 	 
	 	By:	/s/
    Long Deng
	 	 	Name:
    Long Deng
	 	 	Title:
     President



 






    	 	16	 



     


    

 





EXECUTION
VERSION


 


EXHIBIT A


 


New
York Mart, Inc., (Little Neck, New York)


 


Pacific
Supermarket, Inc. (Queens, New York)


 


New
York Mart MD, Inc. (Rockville, Maryland)


 


New
York Mart N. Miami, Inc. (N Miami Beach, Florida)


 


 


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