Exhibit
10.6


 


EXECUTION
COPY


 


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 Facilities


 





 



 




     

     


    

 


TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS	1
	 	 	 
	2.	CREDIT
    FACILITIES	1
	 	 	 
	 	2.1	Revolving
    Credit Facility	1
	 	2.2	Effective
    Date Term Credit Facility	4
	 	2.3	Delayed
    Draw Term Credit Facility	5
	 	2.4
    	Interest	6
	 	2.5	LIBOR
    Pricing Options	6
	 	2.6
    	Payments	9
	 	2.7	Commitment
    Fee	10
	 	2.8	Delayed
    Draw Ticking Fee	10
	 	2.9	Letter
    of Credit Fee	11
	 	2.10
    	Facility
    Fee	11
	 	2.11
    	Late
    Fee	11
	 	2.12
    	Prepayment;
    Commitment Reductions	11
	 	2.13
    	Capital
    Adequacy	12
	 	2.14
    	Usury
    Compliance	12
	 	2.15
    	Time
    and Place of Payment	13
	 	2.16
    	Application
    of Payments	13
	 	 	 	 
	3.	CONDITIONS	13
	 	 	 
	 	3.1	Conditions
    of Closing	13
	 	3.2	Conditions
    to Making Advances	15
	 	3.3	Conditions
    to Making Delayed Draw Term Loan	16
	 	 	 	 
	4.	REPRESENTATIONS
    AND WARRANTIES	18
	 	 	 
	 	4.1	Authority
    of the Loan Parties; Equity Interests and Ownership	18
	 	4.2	Execution,
    Delivery and Effect of Documents	18
	 	4.3	Legal
    Proceedings	19
	 	4.4	Compliance
    with Law, Etc	19
	 	4.5	Financial
    Statements	19
	 	4.6	Changes
    in Condition	19
	 	4.7	Burdensome
    Obligations	20
	 	4.8	Tax
    Returns	20
	 	4.9
    	Business	20
	 	4.10
    	Events
    of Default	20
	 	4.11
    	Fiscal
    Year	20
	 	4.12
    	ERISA	20
	 	4.13
    	Brokers	21
	 	4.14
    	Patents,
    Copyrights, Permits, Trademarks and Licenses	21
	 	4.15
    	Labor
    Matters	21
	 	4.16
    	Solvency	21
	 	4.17
    	Title
    to Assets	22


 




    	 	- i -	 



     


    

 


	 	4.18	Hazardous
    Materials	22
	 	4.19	Government
    Regulation	22
	 	4.20	Margin
    Regulations	22
	 	4.21	Disclosure	22
	 	4.22	Incorporation
    by Reference	23
	 	4.23	Anti-Corruption
    Laws and Sanctions	23
	 	 	 	 
	5.	AFFIRMATIVE
    COVENANTS	23
	 	 	 
	 	5.1	Compliance
    with Laws, Etc	23
	 	5.2	Financial
    Statements and Other Information	24
	 	5.3	Insurance	26
	 	5.4	Payments	26
	 	5.5	Use
    of Proceeds	27
	 	5.6	Bank
    Accounts	27
	 	5.7	Estoppel
    Certificates	27
	 	5.8	Fees	28
	 	5.9	ERISA	28
	 	5.10	Subsidiaries	28
	 	5.11	Further
    Assurances	28
	 	5.12	SPAC
    Merger	29
	 	5.13	Post-Closing
    Obligations	29
	 	 	 	 
	6.	NEGATIVE
    COVENANTS	31
	 	 	 
	 	6.1	Hazardous
    Materials	31
	 	6.2	Indebtedness	31
	 	6.3	[Reserved]	31
	 	6.4	Liens	32
	 	6.5	Changes	33
	 	6.6	Investment	33
	 	6.7	Distributions	34
	 	6.8	Transactions
    with Affiliates	34
	 	6.9	Permitted
    Activities of iFresh	34
	 	6.10	Amendments
    of SPAC Merger Documents	34
	 	6.11	Restrictive
    Agreements	34
	 	 	 	 
	7.	FINANCIAL
    COVENANTS	35
	 	 	 
	 	7.1	Financial
    Tests	35
	 	 	 	 
	8.	RIGHTS
    AND REMEDIES OF THE LENDER	35
	 	 	 
	 	8.1	Rights
    Exercisable Regardless of Default	35
	 	8.2	Effect
    of Exercise of Rights	35
	 	8.3	Events
    of Default	35
	 	8.4	Remedies	37
	 	8.5	Set
    Off	38
	 	8.6	Power
    of Attorney	38
	 	8.7	Waivers
    and Enforcement of Rights	38
	 	8.8	Application
    of Proceeds	39


 




    	 	- ii -	 



     


    

 


	9.	DEFINITIONS	39
	 	 	 
	10.	CONFIDENTIALITY	51
	 	 	 
	 	10.1	Receipt
    of Information	51
	 	10.2	Non-Disclosure	51
	 	10.3	Public
    Information	52
	 	10.4	Terms
    of Loan Documents	52
	 	 	 	 
	11.	GENERAL	52
	 	 	 
	 	11.1	Lender’s
    Expenses	52
	 	11.2	Defeasance	53
	 	11.3	Other
    Representations and Warranties	53
	 	11.4	Survival	53
	 	11.5	Notices	53
	 	11.6	Amendments	54
	 	11.7	Successors
    and Assigns	54
	 	11.8	Governing
    Law	54
	 	11.9	Litigation	54
	 	11.10	Entire
    Agreement; Severability	55
	 	11.11	Counterparts	55
	 	11.12	Headings	55
	 	11.13	USA
    PATRIOT Act	55




 



    	 	- iii -	 



     


    

 


CREDIT
AGREEMENT


 


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”).


 


RECITALS:


 


WHEREAS,
pursuant to the SPAC Merger Documents (as defined herein), the parties thereto have agreed to consummate the SPAC Merger Transactions
(as defined herein) on or before February 18, 2017, subject to the terms and conditions set forth therein;


 


WHEREAS,
the Borrower and the Lender have agreed to execute and deliver this Agreement and the other Loan Documents (as defined herein)
prior to the consummation of the SPAC Merger Transactions; and


 


WHEREAS,
the Borrower has requested that the Lender (i) make available to the Borrower a $5,000,000 revolving credit facility for the making,
from time to time, of Advances (as defined herein) and the issuance, from time to time, of Letters of Credit (as defined herein),
(ii) make the Effective Date Term Loan in an aggregate principal amount of $15,000,000 on the Effective Date, and (iii) make the
Delayed Draw Term Loan (as defined herein) in an aggregate principal amount of up to $5,000,000 on or within 365 days following
the Effective Date, in each case on the terms and subject to the conditions set forth in this Agreement.


 


NOW,
THEREFORE, for due consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.
DEFINITIONS. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred
to in Section 9 hereof.


 


2.
CREDIT FACILITIES.


 


2.1 Revolving
Credit Facility. The Lender agrees to lend hereunder (the “Revolving Credit Facility”) to
the Borrower on such dates as the Borrower shall from time to time request pursuant to Section 2.1(d) hereof, such
amounts (such amounts so lent on any date being referred to herein as an “Advance”) which, when
added to all other Advances then outstanding to the Borrower under this Section 2.1, plus the amount of L/C Credit
Extensions under Section 2.1(f), shall not exceed $5,000,000 (the “Maximum Revolving Credit
Amount”). Any Advances made hereunder shall be made by crediting the amount thereof on the date requested in
immediately available funds to any of the regular deposit accounts of the Borrower with the Lender or in such other manner as
the Borrower shall request in writing. The Borrower may from time to time borrow, repay without penalty and reborrow, subject
to the terms and conditions hereof, all amounts borrowed hereunder.


 



     

     


    

 


(a)
Revolving Loan Account. In connection with the Revolving Credit Facility established in this Section 2.1, the Lender
will establish and maintain on its books and records, kept in the ordinary course of its business, a loan account in the name
of the Borrower (the “Revolving Loan Account”). The Lender shall debit to the Revolving Loan Account,
and the Revolving Loan Account shall evidence, the principal amount of all Advances from time to time made hereunder, and the
Lender shall credit the Revolving Loan Account with all principal payments made on account of the Indebtedness evidenced by the
Revolving Loan Account.


 


(b)
Revolving Note. The obligation of the Borrower to repay all Obligations from time to time evidenced by the Revolving Loan
Account plus accrued interest thereon shall be reflected by the promissory note of the Borrower of even date herewith in the face
principal amount of the Maximum Revolving Credit Amount payable to the order of the Lender in substantially the form of Exhibit
A-1 hereto (as from time to time amended, restated, supplemented or otherwise modified from time to time and in effect, the
“Revolving Note”).


 


(c)
Termination Date. The Revolving Credit Facility established in this Section 2.1 shall expire on the earliest (the
“Termination Date”) of (i) the date on which the Obligations evidenced by the Revolving Loan Account
have been accelerated pursuant to Section 8.4 hereof, (ii) the date on which the commitment to make advances under the
Revolving Credit Facility terminates pursuant to Section 2.12(d) or (iii) December 23, 2021.


 


(d)
Notice of Borrowing. With respect to all amounts borrowed under Section 2.1 hereof, including any Letters of Credit
issued pursuant to and in accordance with Section 2.1(f), the Borrower shall give an authorized commercial loan officer
of the Lender written notice of each Advance it requests under the Revolving Credit Facility prior to the date on which it desires
the funds or Letter of Credit, specifying the amount and date of such proposed Advance or L/C Credit Extension, as applicable,
and the Lender shall be authorized to make such Advances hereunder upon such written notice if the Lender shall believe that such
communication has been made or given by a duly authorized Person and if the conditions to such Advance as set forth in Section
3.2 hereof have been satisfied.


 


(e)
Principal. Payment of the outstanding principal amount of the Advances shall be due and payable on the Termination Date.


 


(f)
Letters of Credit. (i) Subject to the terms and conditions set forth herein, the Lender also agrees from time to time,
to issue Letters of Credit (a “L/C Credit Extension”) for the account of the Borrower or any of its
Subsidiaries up to $1,000,000 (the “Letter of Credit Sublimit”) at the request of the Borrower in accordance
with Section 2.1(f)(iii) below, provided that after giving effect to any L/C Credit Extension with respect to any
Letter of Credit, any amount issued or drawn up to the Letter of Credit Sublimit shall reduce the Maximum Revolving Credit Amount
on an equal basis. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation
by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth herein. Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit
that have expired or that have been drawn upon and reimbursed.


 



    	 	- 2 -	 



     


    

 


(ii)
The Lender shall not be under any obligation to issue any Letters of Credit:


 


(A)
on or after the Termination Date;


 


(B)
if the issuance of such Letter of Credit would violate in any material respect one or more policies of the Lender applicable to
letters of credit generally and customary for issuers of letters of credit;


 


(C)
if except as otherwise agreed by the Lender, such Letter of Credit is in an initial stated amount less than $10,000;


 


(D)
if such Letter of Credit is to be denominated in a currency other than U.S. Dollars; or


 


(E)
if the conditions in Section 3.2 have not been satisfied.


 


(iii)
The Borrower shall give notice to the Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least
three (3) Business Days (or such lesser number of days as the Lender shall agree in any particular instance) prior to the proposed
date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit application, duly executed
by the Borrower and in all respects reasonably satisfactory to the Lender, together with such other documentation as the Lender
may request in support thereof, it being understood that each Letter of Credit application shall specify, among other things,
the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not
be later than the Termination Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the
Lender has not received written notice that the conditions precedent set forth in Section 3.2 with respect to the issuance
of such Letter of Credit have not been satisfied, the Lender shall issue such Letter of Credit on the requested issuance date.


 


(iv)
The Borrower hereby unconditionally and irrevocably agrees to reimburse the Lender for each payment or disbursement made by
the Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the
date that such payment or disbursement is made; provided, anything contained herein to the contrary notwithstanding,
(A) unless the Borrower shall have notified the Lender prior to the date such drawing is honored that the Borrower intends to
reimburse the Lender for the amount of such honored drawing with funds other than the proceeds of the Advances, the Borrower
shall be deemed to have given a timely notice of borrowing to the Lender under Section 2.1(d) requesting to make an
Advance on the date such drawing is honored in an amount equal to the amount of such honored drawing, and (B) regardless of
whether the conditions specified in Section 3.2 are satisfied, the Lender shall, on such date, make an Advance in the
amount of such honored drawing, the proceeds of which shall be applied directly by the Lender to reimburse itself for the
amount of such honored drawing. Each such Advance shall bear interest from such date at a rate per annum equal to the
Base Rate, plus 0.95%. The Lender shall notify the Borrower immediately whenever any demand for payment is made under
any Letter of Credit by the beneficiary thereunder; provided, however, that the failure of the Lender to so notify the
Borrower shall not affect the rights of the Lender in any manner whatsoever.


 



    	 	- 3 -	 



     


    

 


(v)
In determining whether to pay under any Letter of Credit, the Lender shall have no obligation to the Borrower other than to
confirm that any documents required to be delivered under such Letter of Credit have been delivered and appear to comply on
their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Lender under or in
connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not
impose upon the Lender any liability to the Borrower and shall not reduce or impair the Borrower’s reimbursement
obligations set forth above.


 


2.2 Effective
Date Term Credit Facility. The Lender hereby agrees to make a term loan (the “Effective Date
Term Loan”) to the Borrower (the “Effective Date Term Credit Facility”), in the
principal amount of $15,000,000 (the “Effective Date Term Loan Amount”). The full amount of the
Effective Date Term Loan shall be advanced on the Effective Date.


 


(a)
Effective Date Term Loan Account. In connection with the Effective Date Term Credit Facility established in this Section
2.2, the Lender will establish and maintain on its books and records, kept in the ordinary course of its business, a loan
account in the name of the Borrower (the “Effective Date Term Loan Account”). The Lender shall debit
to the Effective Date Term Loan Account, and the Effective Date Term Loan Account shall evidence, the principal amount of the
Effective Date Term Loan made hereunder, and the Lender shall credit the Effective Date Term Loan Account with all principal payments
made on account of the Indebtedness evidenced by the Effective Date Term Loan Account.


 


(b)
Effective Date Term Note. The obligation of the Borrower to repay all Obligations from time to time evidenced by the Effective
Date Term Loan Account plus accrued interest thereon shall be reflected by the promissory note of the Borrower of even date herewith
in the face principal amount of $15,000,000 payable to the order of the Lender in substantially the form of Exhibit A-2
hereto (as from time to time amended, restated, supplemented or otherwise modified from time to time and in effect, the “Effective
Date Term Note”).


 


(c)
Maturity Date. The Effective Date Term Credit Facility established in this Section 2.2 shall expire on the earliest
(the “Maturity Date”) of (i) December 23, 2021, (ii) the date on which all Obligations under the Effective
Date Term Loan Facility have been repaid in full pursuant to Section 2.12(a) and (iii) the date on which the Indebtedness
evidenced by the Effective Date Term Loan Account has been accelerated pursuant to Section 8.4 hereof.


 



    	 	- 4 -	 



     


    

 


(d)
Principal. Commencing February 1, 2017, and continuing on the 1st day of each consecutive month until the Maturity Date,
the Borrower shall make fifty-nine (59) consecutive monthly payments of principal and interest in the amount of $142,841.81 each,
and a final payment of the then entire unpaid principal balance of the Effective Date Term Loan, plus accrued interest, on the
Maturity Date. The Lender may adjust the payment amount from time to time to equal an amount of principal and interest necessary
to fully amortize the then outstanding principal balance over the number of months then remaining until the Maturity Date at the
interest rate then in effect; provided, that such amortization shall be calculated over a ten (10) year period. The Lender
is not obligated to adjust the payment amount and if the Lender does not adjust the payment amount to allow full amortization
on the Maturity Date, a balloon payment of principal shall then be due. Notwithstanding the repayment schedule described in the
preceding sentence, (i) such installments shall be reduced in connection with any voluntary or mandatory prepayments of the Effective
Date Term Loan, as applicable, in accordance with Section 2.12, and (ii) the Effective Date Term Loan, together with all
other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date with respect
thereto.


 


2.3 Delayed
Draw Term Credit Facility. The Lender hereby agrees to make a term loan (the “Delayed Draw
Term Loan” and together with the Advances and the Effective Date Term Loan, the
“Loans”) on a single occasion to the Borrower (the “Delayed Draw Term Credit
Facility”), in the principal amount of up to $5,000,000 (the “Delayed Draw Term Loan
Amount”). The Delayed Draw Term Loan shall be advanced on the Delayed Draw Funding Date. In the event that the
Delayed Draw Term Loan is not funded by the Delayed Draw Termination Date, the Lender’s commitment to advance the
Delayed Draw Term Loan shall automatically expire, and the Lender shall have no further obligation to make the Delayed Draw
Term Loan.


 


(a)
Delayed Draw Term Loan Account. In connection with the Delayed Draw Term Credit Facility established in this Section
2.3, the Lender will establish and maintain on its books and records, kept in the ordinary course of its business, a loan
account in the name of the Borrower (the “Delayed Draw Term Loan Account”). The Lender shall debit to
the Delayed Draw Term Loan Account, and the Delayed Draw Term Loan Account shall evidence, the principal amount of the Delayed
Draw Term Loan made hereunder, and the Lender shall credit the Delayed Draw Term Loan Account with all principal payments made
on account of the Indebtedness evidenced by the Delayed Draw Term Loan Account.


 


(b)
Delayed Draw Term Note. The obligation of the Borrower to repay all Obligations from time to time evidenced by the Delayed
Draw Term Loan Account plus accrued interest thereon shall be reflected by the promissory note of the Borrower in the face principal
amount of the Delayed Draw Term Loan Amount payable to the order of the Lender in substantially the form of Exhibit A-3
hereto (as from time to time amended, restated, supplemented or otherwise modified from time to time and in effect, the “Delayed
Draw Term Note”).


 


(c)
Delayed Draw Maturity Date. The Delayed Draw Term Credit Facility established in this Section 2.3 shall expire on
the earliest (the “Delayed Draw Maturity Date”) of (i) December 23, 2021, (ii) the date on which all
Obligations under the Delayed Draw Term Loan Facility have been repaid in full pursuant to Section 2.12(a), (iii) the date
on which the commitment to make a term loan under the Delayed Draw Term Credit Facility terminates pursuant to Section 2.12(e)
and (iv) the date on which the Indebtedness evidenced by the Delayed Draw Term Loan Account has been accelerated pursuant
to Section 8.4 hereof.


 


(d)
Notice of Borrowing. With respect to all amounts borrowed under Section 2.3 hereof, the Borrower shall give an authorized
commercial loan officer of the Lender written notice of the Delayed Draw Term Loan it requests under the Delayed Draw Term Credit
Facility prior to the date on which it desires the funds, specifying the amount and date of such proposed Delayed Draw Term Loan,
and the Lender shall be authorized to make the Delayed Draw Term Loan hereunder upon such written notice if the Lender shall believe
that such communication has been made or given by a duly authorized Person and if the conditions to such Advance as set forth
in Section 3.3 hereof have been satisfied.


 



    	 	- 5 -	 



     


    

 


(e) Principal.
The outstanding principal amount of the Delayed Draw Term Loan will be amortized over a period of ten (10) years, and will be
repaid in equal monthly installments on the first day of each calendar month (commencing on the first such date to occur
after the Delayed Draw Funding Date). Such installments shall be reduced in connection with any voluntary or mandatory
prepayments of the Delayed Draw Term Loan, as applicable, in accordance with Section 2.12, and the Delayed Draw Term
Loan, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than
the Delayed Draw Maturity Date with respect thereto.


 


2.4
Interest.


 


(a)
Interest Rate. All or any portion of the principal amount of the Loans shall accrue and bear daily interest, computed on
the basis of a 360-day year for the actual number of days elapsed (including the first day and excluding the last), at a rate
per annum equal to (i) the sum of the Base Rate, plus 0.95%, or (ii) in the case of any Loan then subject to a LIBOR
Pricing Option, the sum of the Adjusted LIBOR Rate, plus 1.95%.


 


(b)
Interest Payable. Interest on each Loan shall accrue on a daily basis and be payable in arrears (i) on each Interest Payment
Date, (ii) concurrently with any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount
being prepaid and (iii) at maturity, including final maturity.


 


2.5
LIBOR Pricing Options. The following provisions shall apply to the LIBOR Pricing Options:


 


(a)
Certain Definitions.


 


“Adjusted
LIBOR Rate” shall mean the LIBOR Rate divided by a percentage expressed by a decimal equal to 100% minus the then
stated maximum reserve requirement percentage as specified in Regulation D (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System
in respect of eurocurrency funding or liabilities.


 


“Eurodollar”
shall mean deposits of United States Currency available for purchase in the London interbank market.


 


“LIBOR
Pricing Options” shall mean the options granted pursuant to this Section 2.5 to have the interest on all
or any portion of the principal amount of Indebtedness evidenced by the Notes computed with reference to a LIBOR Rate.


 






    	 	- 6 -	 



     


    

 


“LIBOR
Rate” means, when determined for any interest rate calculation with respect to any LIBOR Loan, an independent
index which is the One Month LIBOR (the “Index”), which is the rate per annum based on the London
Interbank Offered Rate quoted by the ICE Benchmark Administration Interest Settlement Rates (or any successor thereto
approved by the Lender if the ICE Benchmark Administration is no longer providing quotes for the London Interbank Offered
Rate) as quoted in U.S. Dollars for a period equal to one month by Bloomberg (or if Bloomberg is unavailable, Reuters or
another comparable publicly available service for displaying LIBOR rates selected by the Lender), at approximately 11:00 a.m.
(London time) on the first Business Day of each month; provided, that with respect to any LIBOR Loan made on the
Effective Date, the LIBOR Rate applicable to such LIBOR Loan for the period commencing on the Effective Date and ending on
the first Business Day of the immediately succeeding month shall be determined at approximately 11:00 a.m. (London time) on
the Effective Date. If, during the term of this Agreement, the Index becomes unavailable, the Lender, after notifying the
Borrower, may, at its election, designate as the Index such other index that is based on another comparable publicly
available service for displaying LIBOR rates for a period equal to one month. The LIBOR Rate shall be set each month in
accordance with the foregoing terms of this definition and shall be effective for a monthly period beginning on the first
Business Day of each month. The LIBOR Rate is not necessarily the lowest rate charged by the Lender on its loans and the
LIBOR Rate may not be the same as the quoted offered side in the Eurodollar time deposit market by any particular institution
or service applicable to an interest period of one month.


 


The
determination by the Lender of any LIBOR Rate shall, in the absence of manifest error, be conclusive.


 


“United
States Currency” shall mean such coin or currency of the United States of America as at the time shall be legal
tender therein for the payment of public and private debts.


 


(b)
Elections of LIBOR Pricing Options. The Borrower may, by written notice to the Lender received not less than four (4) Business
Days prior to the proposed borrowing date of any LIBOR Loan, elect to have all or such portion of the principal amount of Indebtedness
then evidenced by the Notes, as the Borrower may specify in such notice, accrue and bear daily interest at a per annum rate
equal to the Adjusted LIBOR Rate, plus 1.95%; provided, however, that no such election shall become effective, if
the Lender determines that the Index is unavailable at such time.


 


(c) Additional
Interest. In the event that, any provision of this Agreement to the contrary notwithstanding, any repayment of any LIBOR
Loan is for any reason made or any manner of funding which is the basis on which the Adjusted LIBOR Rate applicable thereto
was determined by the Lender is deemed to be terminated as set forth in Section 2.5(e) on a date which is not
the first Business Day of a month, the Borrower will indemnify the Lender against, and will pay directly to the Lender on
demand, any loss or expense suffered by it as a result of such early repayment or termination including without limitation
(i) any loss or expense suffered by it during the period commencing on the date of receipt of such early repayment or
termination and ending on the first such date (i.e., the first Business Day of a month) to occur following such
repayment or termination, if the rate of interest obtainable by the Lender upon the redeployment in the manner selected by it
of an amount of funds equal to the principal amount of Indebtedness evidenced by the Notes so repaid early is less than the
interest rate applicable thereto and (ii) any loss or expense suffered by the Lender as a result of liquidating prior to
maturity any deposits which correspond to the principal amount of Indebtedness evidenced by the Notes with respect to which
such early repayment is made or such early termination is effected, with a minimum due for each such instance of $200.00 for
each LIBOR advance (“LIBOR Breakage Fees”). The determination of the Lender of the amount of any
such loss and expense suffered by the Lender as delivered to the Borrower if done in good faith, shall, in the absence of
manifest error, be conclusive.


 






    	 	- 7 -	 



     


    

 


(d)
Reserve Requirements; Additional Taxes; etc. The Borrower will reimburse the Lender on demand for the Lender’s additional
costs with respect to any LIBOR Loan in complying during the term of this Agreement with any Legal Requirement which imposes,
modifies or deems applicable any reserve, asset or special deposit requirements on deposits obtained or other funds acquired by
the Lender to fund such LIBOR Loan or on loans made with the proceeds of such deposits or funds insofar as such reserve, asset,
or special deposit requirements relate to such LIBOR Loan, but in all events excluding reserves required under Regulation D to
the extent included in the computation of the Adjusted LIBOR Rate applicable to such LIBOR Pricing Option, or which subject the
Lender to any tax with respect to this Agreement (excluding any Excluded Taxes or Indemnified Taxes addressed in Section 2.6(d)).
The Lender’s cost of complying with changes in any Legal Requirement which imposes, modifies or deems applicable any
such reserve, asset or special deposit requirements shall be computed by determining the amount by which such requirements effectively
increase the Lender’s cost of funds for such LIBOR Loan and by computing the additional interest which would have been owing
to the Lender hereunder if the applicable Adjusted LIBOR Rate had been increased by the amount of such effective increase in cost
for purposes of determining the corresponding Adjusted LIBOR Rate, during the period in question, and such costs shall be computed
without reference to any offsetting amounts which may be available to the Lender to decrease such costs or the amounts on which
such costs are based to the extent that such offsetting amounts arose out of transactions other than those relating to such portion
of the unpaid principal balance of the Notes. The Lender’s determination of the amount of such costs and the allocation,
if any, of such costs among the Borrower and other customers which have arrangements with the Lender similar to the LIBOR Pricing
Options, if done in good faith and if such allocation is made on an equitable basis, shall, in the absence of manifest error,
be conclusive. Notwithstanding the foregoing, Borrower shall not be required to compensate Lender with respect to any LIBOR Loan
for any increased costs incurred or reduction suffered more than one hundred eighty (180) days prior to the date that Lender notifies
Borrower, in writing, of the increased costs or reduction and of Lender’s intention to claim compensation thereof; provided,
that if the circumstance giving rise to such increased costs or reduction is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof.


 


(e)
Change in Applicable Law, Regulation, etc. Notwithstanding anything herein contained,


 


(i)
if any Legal Requirement, or any change in any Legal Requirement or in the interpretation thereof by any governmental or
administrative authority charged with the administration thereof, shall make it unlawful for the Lender to fund any LIBOR
Loan in the manner in which the Adjusted LIBOR Rate applicable thereto was determined or otherwise to give effect to the
Lender’s obligations as contemplated hereby (i) such manner of funding shall be deemed to terminate and such portion of
the principal balance of the Notes shall thereafter bear interest as if no LIBOR Pricing Option were applicable thereto
determined as though a loan in an amount equal to such portion of the unpaid principal balance of the Notes were made on such
date of termination, (ii) the Lender may by written notice thereof to the Borrower declare the Borrower’s option to
elect any new LIBOR Pricing Option to be terminated forthwith, and (iii) the Borrower shall indemnify the Lender as provided
in Section 2.5(c) hereof to the extent such LIBOR Loan was terminated prior to the first Business Day of a month as
though an early repayment of the principal amount of the Indebtedness which has been subject to the LIBOR Pricing Options
which so terminated had been made on the date of such termination. Notwithstanding the foregoing, the Borrower shall not be
required to compensate the Lender for any increased costs incurred or reduction suffered with respect to any change in law
for more than one hundred eighty (180) days prior to the date that Lender notifies the Borrower, in writing, of the increased
costs or reduction and of Lender’s intention to claim compensation thereof; provided, that if the circumstance
under the change in law giving rise to such increased costs or reduction is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof.


 






    	 	- 8 -	 



     


    

 


(ii)
if the Lender is unable to determine a LIBOR Rate, the unpaid principal balance of the Notes shall not be subject to the
LIBOR Pricing Option but rather shall bear interest at the Base Rate plus 0.95% per annum.


 


2.6
Payments.


 


(a)
Without limiting the other provisions herein relating to payment of any of the Obligations, the Borrower shall also pay the Lender
on the first Business Day of each calendar month, in immediately available funds, any and all fees and other payments due and
unpaid hereunder (provided, that, for the avoidance of doubt, all Commitment Fees, Delayed Draw Ticking Fees, Letter of
Credit Fees, Facility Fee and late fee shall be due and payable in accordance with Sections 2.7, 2.8, 2.9, 2.10 and 2.11,
respectively).


 


(b)
Upon request, the Lender shall render to the Borrower a statement of each of the Borrower’s Loan Accounts, showing by date
the debits, if any, and credits to each of such Loan Accounts and payments of interest thereon and the balance thereof, together
with any accrued and unpaid interest thereon. With respect to all amounts not then subject to a LIBOR Pricing Option, the statement
will also show the payment due on the next payment date, calculated by assuming that the applicable rate will not change through
the end of such month. The Borrower agrees to review each such statement within three (3) Business Days upon receipt and notify
the Lender in writing of any discrepancy contained therein.


 


(c)
In the event that at any time the outstanding Advances and L/C Credit Extension, as applicable, to the Borrower hereunder shall
be greater than the Maximum Revolving Credit Amount, the Borrower shall pay the Lender within one (1) Business Day, in immediately
available funds, an aggregate amount equal to the amount of such excess.


 






    	 	- 9 -	 



     


    

 


(d)
All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without defense, setoff or
counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any
jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by
law to make such deduction or withholding. If any obligation for Indemnified Taxes is imposed upon the Borrower with respect
to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Lender, on the
date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount as shall be
necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no
such obligation been imposed upon the Borrower. The Borrower will deliver to the Lender within ten (10) Business Days
certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by
the Borrower hereunder or under such other Loan Document.


 


(e)
If the Lender determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes as to which it
has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section
2.6(d), it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section with respect to the Indemnified Taxes giving rise to such refund),
net of all out-of-pocket expenses incurred by the Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the request of the Lender, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
to the Lender in the event the Lender is required to repay such refund to such Governmental Authority. This subsection shall not
be construed to require the Lender to make available its tax returns to the Borrower or any other Person.


 


(f)
On each of the Termination Date, the Maturity Date and the Delayed Draw Maturity Date, the Borrower shall pay to the Lender for
credit to the appropriate Loan Account an amount equal to the entire outstanding principal amount of Indebtedness then evidenced
by the appropriate Loan Account, together with all the accrued and unpaid interest with respect thereto.


 


2.7 Commitment
Fee. The Borrower shall pay to the Lender a commitment fee (a “Commitment Fee”), which
shall accrue at the rate of 0.25% per annum on the average daily Undrawn Available Amount of the Revolving Loan
Account during the immediately preceding month (prorated for a shorter period, if applicable). Accrued Commitment Fee shall
be payable in arrears on the first Business Day of each calendar month. For the purposes hereof, “Undrawn Available
Amount” shall mean the Maximum Revolving Credit Amount, less any amount available to be drawn under any Letter
of Credit issued and outstanding, less the principal amount of outstanding Advances.


 


2.8 Delayed
Draw Ticking Fee. The Borrower shall pay to the Lender a delayed draw ticking fee (a “Delayed
Draw Ticking Fee”), which shall accrue at the rate of 0.25% per annum on the maximum Delayed Draw Term
Loan Amount during the immediately preceding month (prorated for a shorter period, if applicable). Accrued Delayed Draw
Ticking Fee shall be payable in arrears on the first Business Day of each calendar month. The Delayed Draw Ticking Fees shall
cease to accrue on the earlier to occur of (i) the Delayed Draw Funding Date, or (ii) the date on which the Lender’s
commitment to advance the Delayed Draw Term Loan shall have expired or been terminated.


 






    	 	- 10 -	 



     


    

 


2.9 Letter
of Credit Fee. In addition to any Commitment Fee payable hereunder for amounts available to be drawn under any Letter
of Credit issued and outstanding, (i) in consideration of the Lender’s willingness to issue Letters of Credit for the
Borrower, the Borrower shall pay the Lender all applicable and customary fees and charges, including without limitation
issuance fees, amendment fees, renewal fees, early termination fees, payment and delivery fees and (ii) with respect to any
Letter of Credit which has been issued and is available for drawing, the Borrower shall pay the Lender an amount equal to (x)
1.95% per annum, times (y) the average aggregate daily maximum amount available to be drawn under all such
Letters of Credit (regardless of whether any conditions for drawing could then be met) in connection with the issuance of
each Letter of Credit (amounts payable under clauses (i) and (ii) above, collectively, the “Letter of Credit
Fee”); provided, that during any period during which the Default Rate is applicable under Section
8.4, the percentage referred to in the foregoing clause (ii)(x) shall be 4.95% per annum.


 


2.10
Facility Fee. In consideration of the Lender’s willingness to make the Loans available to the Borrower, the Borrower
shall pay on the Effective Date a non-refundable fee (the “Facility Fee”) equal to $62,500.


 


2.11
Late Fee. In the event that any regularly scheduled payment due hereunder shall not be paid within ten (10) days of
the date when due, the Borrower shall pay a late fee equal to the greater of five percent (5%) of the total payment amount due
and outstanding or $50.00.


 


2.12
Prepayment; Commitment Reductions.


 


(a)
The Borrower may at any time or from time to time (i) prepay all or any part of the outstanding principal amount of Indebtedness
evidenced by the Loan Accounts together with accrued interest and the LIBOR Breakage Fee, if any, on the date of such prepayment
or (ii) prepay on the first Business Day of any month, all or any part of any LIBOR Loan without penalty. All prepayments of Term
Loan under this Section 2.12(a) shall be applied as directed by the Borrower.


 


(b)
The principal amount of Indebtedness evidenced by the Effective Date Term Loan Account or the Delayed Draw Term Loan Account prepaid
pursuant to the provisions of this subsection may not be reborrowed.


 


(c)
Each partial prepayment of the Term Loans shall be in an aggregate principal amount of at least $10,000.


 


(d)
The Borrower may voluntarily terminate in whole, or permanently reduce in part, the Revolving Credit Facility at any time if
it (i) delivers a notice to the Lender of its intention at least five (5) days prior to the proposed date of termination or
reduction, as applicable, (ii) repays all of the Advances under the Revolving Loan Account, or such part thereof to the
extent necessary to prevent the sum of then outstanding Advances and L/C Extensions from exceeding the reduced Maximum
Revolving Credit Amount as a result of such reduction, and (iii) pays any accrued and outstanding portion of the Commitment
Fee at the time of such termination or reduction. Any such partial reduction shall be in an amount not less than $100,000.00
or a higher integral multiple of $100,000.00.


 






    	 	- 11 -	 



     


    

 


(e)
The Borrower may voluntarily terminate in whole the Delayed Draw Term Credit Facility at any time prior to the Delayed Draw
Funding Date if it (i) delivers a notice to the Lender of its intention at least five (5) days prior to the proposed date of
termination and (ii) pays any accrued and outstanding portion of the Delayed Draw Ticking Fee at the time of such
termination.


 


2.13
Capital Adequacy. If the Lender shall determine that compliance by the Lender with any applicable law, governmental
rule, regulation or order regarding capital adequacy of banks or bank holding companies, or any interpretation or administration
thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by the Lender with
any request or directive regarding capital adequacy (whether or not having the force of law and whether or not failure to comply
therewith would be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing
the rate of return on the Lender’s capital as a consequence of the Lender’s obligations hereunder to a level below
that which the Lender could have achieved but for such compliance (taking into consideration the Lender’s policies with
respect to capital adequacy immediately before such compliance and assuming that the Lender’s capital was fully utilized
prior to such compliance) by an amount deemed by the Lender, in its reasonable determination, to be material, then, the Borrower
will on demand by the Lender, accompanied by the certificate referred to below, pay to the Lender from time to time such additional
amounts as shall be sufficient to compensate the Lender for such reduced return, together with interest on each such amount from
five (5) Business Days after the date demanded until payment in full thereof at the applicable interest rate associated with such
Loans; provided, that Borrower shall not be required to compensate Lender for any loss suffered with respect to any change
in law for more than one hundred eighty (180) days prior to the date that Lender notifies Borrower, in writing, of the loss and
of Lender’s intention to claim compensation thereof; provided, that if the circumstance under the change in law giving
rise to such loss is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof. A certificate of an officer of the Lender setting forth the amount to be paid to it and the basis for computation
thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, the Lender may use any reasonable
averaging and attribution methods.


 


2.14
Usury Compliance. Notwithstanding any other provision of this Agreement, the Borrower shall not be required to pay
any amount pursuant to this Agreement which is in excess of the maximum amount permitted under applicable law. It is the intention
of the parties hereto to conform strictly to any applicable usury law, and it is agreed that if any amount contracted for, chargeable
or receivable under this Agreement or any Loan Document shall exceed the maximum amount permitted under any such law, any such
excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, shall be refunded to the Borrower or, at
the Lender’s option, shall be applied in accordance with the Section contained herein relating to application of payments
or, at the Lender’s option, shall be applied in accordance with the Section next following relating to application of payments.


 






    	 	- 12 -	 



     


    

 


2.15
Time and Place of Payment. All payments and prepayments of principal and interest under this Section 2 and any
other payments due pursuant hereto shall be made in lawful money of the United States of America for the account of the Lender
at the Lender’s office as set forth in the preamble hereof, or at such other place or places as the Lender may specify by
notice to the Borrower, not later than 1:30 p.m., New York City time, on the day such payment is due. Any payment not made by
1:30 p.m., New York City time, on any date shall be credited on the next Business Day. The Borrower hereby authorizes KeyBank
National Association to initiate an automatic debit or charge to an account designated by the Borrower for payments, when due,
as indicated in this Agreement. The Borrower authorizes the Lender to also automatically deduct amounts subject to late charges,
fees, delinquent and outstanding amounts and any other payment required to be made by the Borrower under this Agreement.


 


2.16
Application of Payments. Except as otherwise provided in this Agreement, all payments (including without limitation
scheduled payments and any prepayments) by or on behalf of the Borrower shall be applied in the following order: (i) all costs,
fees and expenses of the Lender then due and payable as provided herein; (ii) accrued and unpaid interest due on the Obligations
evidenced by the Effective Date Term Loan Account and the Delayed Draw Term Loan Account, on a pro rata basis; (iii) accrued and
unpaid interest due on the Obligations evidenced by the Revolving Loan Account; (iv) the principal amount of the Obligations evidenced
by the Term Loan Account and the Delayed Draw Term Loan Account, on a pro rata basis; (v) the principal amount of the Obligations
evidenced by the Revolving Loan Account (without a permanent commitment reduction thereof); and (vi) to the payment of all other
Obligations that are due and payable to the Lender. Payments which are not so applied shall be credited to the Borrower’s
deposit account with the Lender, if any, or to the Borrower in such other manner as the parties shall mutually agree.


 


Notwithstanding
the foregoing, amounts received from any Guarantor that is not a “Eligible Contract Participant” (as defined in the
Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations.


 


3.
CONDITIONS.


 


3.1 Conditions
of Closing. The Lender’s execution and delivery of this Agreement is subject to the following
conditions precedent:


 


(a) Loan
Documents, Etc. The Lender shall have received from the Borrower on or before the day of such execution and delivery the
following, each dated on or before such day and in form and substance satisfactory to the Lender and its counsel in
their sole discretion, and each of the following shall be in full force and effect:


 


(i)
This Agreement;


 


(ii)
The Revolving Note duly executed by the Borrower;


 


(iii)
The Effective Date Term Note duly executed by the Borrower;


 


(iv)
The Security Agreement;


 






    	 	- 13 -	 



     


    

 


(v)
An account control agreement governing each deposit and securities account as required by the Security Agreement, executed by
the applicable deposit bank or securities intermediary, in form and substance reasonably satisfactory to the Lender;


 


(vi)
A Landlord Waiver and Consent Agreement executed by each landlord of any leasehold interest of any Loan Party as lessee under
any lease of real property;


 


(vii)
Opinion of Loeb & Loeb LLP, as counsel to the Loan Parties, in form and substance reasonably satisfactory to the Lender;


 


(viii)
The Lender shall have received (A) copies of recent Lien and judgment searches in each jurisdiction reasonably requested by the
Lender for each Loan Party, and (B) UCC termination statements (or similar documents) for filing in all applicable jurisdictions
as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other
than any such financing statements in respect of Permitted Encumbrances); and


 


(ix)
Such additional documents, instruments, certificates and information, including without limitation, documentation relating to
each Loan Party’s organizational existence and good standing and the authorization of the transactions contemplated by this
Agreement, that have been requested by the Lender or the Lender’s counsel at least two (2) Business Days prior to the Effective
Date.


 


(b)
Securities. The Lender shall have received an original stock certificate issued by each Subsidiary of the Borrower, representing
the Borrower’s ownership of 100% of equity interests in each such Subsidiary, together with a transfer power (undated and
executed in blank), in each case, in form and substance reasonably satisfactory to the Lender.


 


(c)
Flow of Funds Memorandum. The Lender shall have received a flow of funds memorandum with respect to the transactions contemplated
by the Loan Documents to occur as of the Effective Date.


 


(d)
Effective Date Certificate and Attachments. The Lender shall have received an originally executed Effective Date Certificate,
together with all applicable attachments, certifying as to the following: (i) the representations and warranties contained herein
and in each of the other Loan Documents shall be true and correct on and as of the Effective Date; (ii) as of the Effective Date,
the Senior Funded Debt to EBITDA Ratio does not exceed 3.00 to 1.00, on a pro forma basis; (iii) attached thereto is a true, complete
and correct copy of each of the SPAC Merger Documents and any documents executed in connection therewith, together with copies
of each opinion of counsel, if any, delivered to the parties under the SPAC Merger Documents; and (iv) attached thereto is a true,
complete and correct copy of the Escrow Agreement.


 


(e)
Existing Indebtedness. On the Effective Date, the applicable Loan Parties shall have: (i) repaid in full all of the Existing
Indebtedness; (ii) terminated all commitments under the Existing Indebtedness, if any, to lend or make other extensions of credit
thereunder; and (iii) delivered to the Lender all documents or instruments necessary to release all Liens securing the Existing
Indebtedness.


 



    	 	- 14 -	 



     


    

 


(f)
Financial Statements. The Lender shall have received the Historical Financial Statements.


 


(g)
Insurance. The Lender shall have received a certificate from the Loan Parties’ insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to Section 5.3 is in full force and effect and
that the Lender has been named as additional insured and loss payee thereunder to the extent required under Section 5.3.


 


(h)
Fees. All fees, including the Facility Fee, due and payable on the Effective Date shall have been paid to the Lender.


 


(i)
No Material Adverse Change. Since March 31, 2016, no event or change has occurred that has caused or evidences, either
in any case or in the aggregate, a Material Adverse Effect.


 


(j)
Governmental Authorizations and Consents. Each Loan Party shall have obtained all governmental authorizations and all consents
of other Persons, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each
of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Lender, if any.


 


(k)
No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion
of the Lender, singly or in the aggregate, materially impairs the transactions contemplated by the Loan Documents, or that could
reasonably be expected to have a Material Adverse Effect.


 


(l)
“Know-Your-Customer”, Etc. The Lender shall have received at least two (2) Business Days prior to the Effective
Date such “know your customer” anti-money laundering rules and Patriot Act information about the Borrower and the
Guarantors as they shall have reasonably requested in writing at least five (5) Business Days prior to the Effective Date.


 


3.2 Conditions
to Making Advances. The making of Advances under this Agreement is subject to the satisfaction, at or before the
making of each such Advance, of the following further conditions:


 


(a)
The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material
respects on and as of the date of the making of any such Advance with the same force and effect as though made on and as of such
date.


 


(b)
The making of such Advance shall not subject the Lender to any penalty or special tax and shall not be prohibited by any law or
governmental order or regulation applicable to any Loan Party or the Lender.


 


(c)
No Default or Event of Default shall exist hereunder or under any other Loan Document after giving effect to the proposed Advance.


 



    	 	- 15 -	 



     


    

 


(d)
Since the delivery of the financial statements last delivered to the Lender pursuant to Section 5.2 hereof, there has been
no material adverse change in the business, assets or condition, financial or otherwise, or the results of operations of the Loan
Parties (on a consolidated basis).


 


(e)
All fees, including without limitation the Commitment Fee, if any, and any Letter of Credit Fees then due and payable on or before
the date of the making of such Advance shall have been paid to the Lender.


 


Each
borrowing request made by the Borrower pursuant to Section 2.1(d) shall constitute a representation and warranty by the
Borrower that the conditions set forth in this Section 3.2 have been satisfied.


 


3.3 Conditions
to Making Delayed Draw Term Loan. The making of the Delayed Draw Term Loan under this Agreement is subject to the
satisfaction, at or before the Delayed Draw Term Loan, of the following further conditions:


 


(a)
The Delayed Draw Funding Date shall have occurred on or prior to the Delayed Draw Termination Date.


 


(b)
The following shall have occurred (or shall occur concurrently with the making of the Delayed Draw Term Loan on the Delayed
Draw Funding Date), and the Lender shall have received an originally executed certificate, together with all applicable
attachments, certifying as to the following:


 


(i)
all transactions in connection with the Option Closing shall be consummated, in all material respects, in accordance with all
applicable laws and in conformity with all applicable governmental authorizations;


 


(ii)
on a pro forma basis, after giving effect to the Option Closing and any financing thereof, (A) the Borrower shall be in compliance
with the financial covenants set forth in Section 7.1 and (B) the Senior Funded Debt to EBITDA Ratio shall not exceed 3.00
to 1.00;


 


(iii)
immediately prior to giving effect to the Option Closing, the Acquired Option Companies, collectively, have positive EBITDA, as
determined based upon financial statements for their most recently completed fiscal year and their most recent interim financial
period completed within forty-five (45) days prior to the date of consummation of the Option Closing; and


 


(iv)
each Acquired Option Company shall be a direct wholly-owned Subsidiary of the Borrower.


 


(c)
The Borrower shall have delivered to the Lender at least ten (10) Business Days prior to the date on which the Option
Closing is consummated, (i) a due diligence package reasonably satisfactory to the Lender (including drafts of acquisition
documents, together with related disclosure schedules, a summary description of such acquisition, all insurance policies (if
applicable), any environmental reports (if applicable) prepared by, or on behalf of, each Acquired Option Company, (ii)
updated projections determined on a pro forma basis giving effect to the Option Closing, and (iii) upon request by the
Lender, in its sole discretion, a quality of earnings report from a third party firm reasonably acceptable to the
Lender.


 






    	 	- 16 -	 



     


    

 


(d)
The Lender shall have received from the Borrower the Delayed Draw Term Note duly executed by the Borrower.


 


(e)
Immediately prior to and after giving effect to the Option Closing, the representations and warranties contained herein and in
the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Delayed
Draw Term Loan with the same force and effect as though made on and as of such date.


 


(f)
The making of the Delayed Draw Term Loan shall not subject the Lender to any penalty or special tax and shall not be prohibited
by any law or governmental order or regulation applicable to any Loan Party or the Lender.


 


(g)
No Default or Event of Default shall exist hereunder or under any other Loan Document after giving effect to the proposed Delayed
Draw Term Loan and the Option Closing.


 


(h)
Since the delivery of the financial statements last delivered to the Lender pursuant to Section 5.2 hereof, there has been
no material adverse change in the business, assets or condition, financial or otherwise, or the results of operations of the Loan
Parties (on a consolidated basis).


 


(i)
All fees, including without limitation the Delayed Draw Ticking Fee, if any, then due and payable on or before the date of the
making of the Delayed Draw Term Loan shall have been paid to the Lender.


 


(j)
The Borrower shall have:


 


(i)
Caused each Acquired Option Company to become a Guarantor under the Guaranty Agreement by executing and delivering to the Lender
an originally executed joinder to the Guaranty Agreement, in form and substance reasonably satisfactory to the Lender.


 


(ii)
Delivered to the Lender an originally executed Pledge Agreement executed by the Borrower pursuant to which all of the equity interests
in the Acquired Option Companies shall be pledged to secure the Obligations subject to the terms and conditions therein.


 


(iii)
Delivered to the Lender an original stock certificate issued by each Acquired Option Company, representing the Borrower’s
ownership of 100% of the equity interests in such Acquired Option Company, together with a transfer power (undated and executed
in blank), in each case, in form and substance reasonably satisfactory to the Lender.


 



    	 	- 17 -	 



     


    

 


(iv)
Delivered to the Lender an originally executed certificate from the secretary or assistant secretary of each Acquired Option
Company, together with all applicable attachments, certifying (A) that attached copies of such Acquired Option
Company’s governing documents (Certificate of Incorporation and Bylaws) are true and complete, and in full force and
effect, without amendment except as shown, (B) that an attached copy of resolutions authorizing execution and delivery of the
Loan Documents to which such Acquired Option Company is a party is true and complete, and that such resolutions are in full
force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with
respect to this Agreement and the Loan Documents, (C) to the title, name and signature of each Person authorized to sign the
Loan Documents and (D) that an attached copy of the certificate of good standing of such Acquired Option Company certified by
the Secretary of State of the jurisdiction of its incorporation is true and complete.


 


Provided,
that, if (x) the Borrower shall have notified the Lender of its election not to consummate the Option Closing and shall have
proposed that the proceeds of the Delayed Draw Term Loan be used to finance a Permitted Acquisition, and (y) the Lender shall
have approved such proposal, in its sole discretion, then the Lender may modify subclauses (b), (c) and (g) of this
Section 3.3 accordingly. Each borrowing request made by the Borrower pursuant to Section 2.3 shall constitute a
representation and warranty by the Borrower that the conditions set forth in this Section 3.3 have been satisfied.


 


4.
REPRESENTATIONS AND WARRANTIES.


 


In
order to induce the Lender to enter into this Agreement and to extend credit to the Borrower hereunder, the Borrower hereby represents
and warrants to the Lender as follows:


 


4.1
Authority of the Loan Parties; Equity Interests and Ownership.


 


(a)
Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
(ii) is duly and legally qualified to do business and is in good standing in each state or jurisdiction where the failure to be
so qualified would have a Material Adverse Effect, and (iii) has powers adequate for the execution, delivery and performance of
its obligations under the Loan Documents and for carrying on the business now conducted or proposed to be conducted by it.


 


(b)
The equity interests of each Loan Party have been duly authorized and validly issued and are fully paid and non-assessable. Except
as set forth on Schedule 4.1, there is no existing option, warrant, call, right, commitment or other agreement (including
preemptive rights) to which any Loan Party is a party requiring, and there is no equity interest of any Loan Party outstanding
which upon conversion or exchange would require, the issuance by such Loan Party of any additional equity interests of such Loan
Party or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, equity interests
of such Loan Party. Schedule 4.1 correctly sets forth the ownership interest of the Loan Parties as of the Effective Date.


 


4.2 Execution,
Delivery and Effect of Documents. Each of this Agreement and the other Loan Documents to which the respective Loan
Party is a party has been duly executed and delivered by or on behalf of such Loan Party pursuant to authority legally
adequate therefor, and each of such Loan Documents is in full force and effect and is a legal, valid and binding obligation
of such Loan Party and is enforceable in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability.


 






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4.3 Legal
Proceedings. Except as set forth on Schedule 4.3, there are no actions, suits or proceedings
(including, without limitation, any proceeding in the nature of bankruptcy or for reorganization or arrangement) or
investigation at law or in equity, or before or by any court or public board or body, contemplated by or pending, to the
knowledge of the Loan Parties, threatened against or affecting any Loan Party, or to the knowledge of any Loan Party any
basis therefor, wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse
Effect.


 


4.4 Compliance
with Law, Etc. Each Loan Party is not, and the execution, delivery and performance of this Agreement and each of the
Loan Documents to which it is a party and the consummation of the transactions contemplated thereby will not be: (i) in
violation of any term or provision of its governing documents (Certificate of Incorporation, Certificate of Formation,
Bylaws, or Operating Agreement, as applicable), or (ii) in violation of or default under any term or provision of any
security agreement, or other agreement or other instrument or document by which such Loan Party is bound or affected, or
(iii) in violation of any material judgment, order, writ, injunction, decree or demand of any Governmental Authority, or (iv)
in material violation of any law, statute, ordinance, rule or regulation by which such Loan Party is bound or affected. No
approval by, authorization of, or filing by any Loan Party with any federal, state, municipal or other governmental
commission, board, agency or authority is necessary in connection with the execution and delivery of this Agreement or any of
the other Loan Documents by the Loan Parties, other than those obtained prior to the Effective Date or the filing of any
financing statements required to perfect any security interests granted to the Lender under the Loan Documents.


 


4.5 Financial
Statements. All financial statements of the Loan Parties furnished to the Lender in connection herewith were prepared
in accordance with GAAP (except as therein otherwise set forth and except with respect to financial statements
delivered prior to the date of this Agreement), and fairly present the financial condition of the Loan Parties covered
thereby at the dates thereof and the results of their operations for the periods covered thereby (subject to year-end
adjustments and the absence of footnotes in the case of interim financial statements), and none of the Loan Parties has any
known contingent liabilities of any material amount which are not referred to in such financial statements or in the notes
thereto. The Borrower has provided the Lender with (a) audited consolidated financial statements of the Borrower and its
Subsidiaries for the Fiscal Years ended March 31, 2014, March 31, 2015 and March 31, 2016, respectively, (b) management
prepared consolidated financial statements of the Loan Parties for its six-month fiscal period ending September 30, 2016 and
(c) a profit and loss statement of the Loan Parties for the six-month period ending September 30, 2016 (the
“Historical Financial Statements”). Such Historical Financial Statements fairly present the results
of operations and financial condition of the Loan Parties for the periods indicated therein.


 


4.6 Changes
in Condition. Since the date of the most recently delivered financial statements referred to in Section 4.5 hereof,
there has been no change in the business, assets, or condition, financial or otherwise, or the results of operations, of the
Loan Parties, taken as a whole, which would reasonably be expected to result in a Material Adverse Effect. Since such
date, except for the transactions described in the preceding sentence, none of the Loan Parties has entered into any material
transaction outside of the ordinary course of business.


 






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4.7 Burdensome
Obligations. No Loan Party is a party to or bound by any material agreement, deed, lease or other instrument, or
subject to any charter, by-law or other corporate or other restriction which, in the opinion of the Borrower’s
management, is so unusual or burdensome as to have a Material Adverse Effect on the Borrower taken as a whole. The Borrower
does not presently anticipate that future expenditures needed to meet the provisions of federal or state statutes, orders,
rules or regulations will be so burdensome as to have a Material Adverse Effect on the Loan Parties taken as a
whole.


 


4.8 Tax
Returns. Each Loan Party has filed (or have otherwise been granted extensions) all tax returns which are required to
be filed, and, if applicable, each Loan Party has paid, or made adequate provision for the payment of, all taxes shown as
due on returns and assessments received or as a result of any matters raised by audits or other causes known to the
applicable Loan Party except with respect to taxes which need not be paid pursuant to the provisions of Section 5.4
hereof. The charges, accruals and reserves on the books of the Loan Parties in respect of any taxes or other governmental
charges are adequate in all material respects.


 


4.9 Business.
The Loan Parties are not engaged in any lines of business other than the business of operating Asian/Chinese supermarkets and
wholesale facilities that sell food and various other merchandise and have received all material approvals, permits and
licenses and has filed all notices necessary to conduct such business in the jurisdictions in which they are presently
conducting such business, except where the failure to receive such approval, permit or license will not have a Material
Adverse Effect.


 


4.10
Events of Default. No Default or Event of Default hereunder or under any other Loan Document has occurred and is continuing.


 


4.11
Fiscal Year. The fiscal year (the “Fiscal Year”) of the Loan Parties ends on March 31st of
each year.


 


4.12
ERISA. Each pension or other employee benefit plans established or maintained by the Loan Parties or to which contributions
are made by it, other than any multiemployer plan (within the meaning of Section 3(37) of ERISA) (the “Plans”)
is in material compliance with the applicable provisions of the Employee Retirement Income Security Act of 1974 (or any successor
provisions) and the rules and regulations thereunder (collectively, as from time to time in effect, “ERISA”),
except as any such noncompliance would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party has
met all of the funding standards applicable to such Plans, and there exists no event or condition which would reasonably be expected
to result in the institution of proceedings to terminate any Plan under Section 4042 of ERISA. The current value of the Plans’
benefits guaranteed under Title IV of ERISA does not exceed the current value of the Plans’ assets allocable to such benefits.
None of the Loan Parties maintains any “defined benefit plan” that is subject to Title IV of ERISA as of the Effective
Date.


 






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4.13
Brokers. None of the Loan Parties has any knowledge of any broker or other Person (the “Broker”)
who may have a claim for a commission, fee or like payment arising out of or in connection with the transactions contemplated
by the Loan Documents. The Loan Parties are solely responsible for the fees and expenses of the Broker or any other broker, if
any.


 


4.14
Patents, Copyrights, Permits, Trademarks and Licenses. Each Loan Party has and shall at all times have rights with
respect to all of the material patents, trademarks, permits, service marks, trade names, copyrights, and licenses which are necessary
for the present conduct of its business, without any conflict with the rights of others which might have a Material Adverse Effect
on such Loan Party.


 


4.15
Labor Matters. In each case, except as would not reasonably be expected to result in a Material Adverse Effect: (i)
there are no strikes, other labor disputes, slow downs, walkouts, or other concerted interruptions of operations by employees
or grievances pending or, to the knowledge of the Loan Parties, threatened against any Loan Party; (ii) none of the Loan Parties
is engaged in any unfair labor practice and there are no unfair labor practice charges or grievances pending or in process or,
to the knowledge of the Loan Parties, threatened by or on behalf of any employee or group of employees of any Loan Party, including
out of or under any collective bargaining agreement, and no written complaints have been received by any Loan Party, or, to the
knowledge of the Loan Parties, threatened, or, with respect to unresolved complaints, on file, with any Governmental Authority,
including the National Labor Relations Board, alleging employment discrimination by any Loan Party; (iii) hours worked by and
payments made to employees of the Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable
law dealing with such matters; (iv) all payments due from the Loan Parties on account of employee health insurance have been paid
or accrued as a liability on its books in accordance with GAAP to the extent required by GAAP, and (v) all payments due from the
Loan Parties pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the
books of the Loan Parties to the extent required by GAAP. There exists no collective bargaining agreement in effect as of the
date of this Agreement with respect to the Loan Parties. No union representation question exists with respect to the employees
of the Loan Parties and, to the knowledge of the Loan Parties, no union organizing activities are taking place with respect to
any thereof.


 


4.16
Solvency. As of the date of this Agreement:


 


(a)
The fair salable value of the assets of the Loan Parties, taken as a whole, exceed as of the Effective Date and will, immediately
following the making of each Loan on the Effective Date, and after giving effect to the application of the proceeds of such Loans,
exceed the amount that will be required to be paid on or in respect of their existing debts and other liabilities (including contingent
liabilities) as they mature, taken as a whole.


 


(b)
The assets of the Loan Parties, taken as a whole, do not as of the Effective Date and will not, immediately following the making
of each Loan on the Effective Date, and after giving effect to the application of the proceeds of such Loans, constitute unreasonably
small capital to carry out their business as conducted or as proposed to be conducted, taken as a whole.


 






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(c)
The Loan Parties, taken as a whole, do not intend to or believe that they will, incur debts beyond their ability to pay such
debts as they mature taking into account the timing of and amounts of cash to be received by the Loan Parties and the timing
of and amounts of cash to be payable on or in respect of indebtedness of the Loan Parties, taken as a whole, on the Effective
Date.


 


4.17
Title to Assets. Each Loan Party has good and marketable title to all assets carried on its books and reflected in
the financial statements heretofore delivered to the Lender pursuant to Section 4.5 hereof or acquired by it subsequent
to the date thereof, subject to no Liens other than Permitted Encumbrances, except as noted in such financial statements.


 


4.18
Hazardous Materials. The Loan Parties have never, to their knowledge, occupied or operated a site or vessel on which
any hazardous material or oil was stored or transported without compliance with all statutes, regulations, ordinances, directives,
and orders of every Governmental Authority which has or claims jurisdiction relative thereto; disposed of, transported, or arranged
for the transport of any hazardous material or oil without compliance with all such statutes, regulations, ordinances, directives,
and orders; been legally responsible for any release or threat of release of any hazardous material or oil; received notification
of any potential or known release or threat of release of any hazardous material or oil from any site or vessel occupied or operated
by any Loan Party and/or of the incurrence of any expense or loss in connection with the assessment, containment, or removal of
any release or threat of release of any hazardous material or oil from any such site or vessel, in each case, which would reasonably
be expected to result in a Material Adverse Effect.


 


4.19
Government Regulation. The Loan Parties are not subject to regulation under the Investment Company Act of 1940 as from
time to time amended, and is not subject to any statute or regulation which regulates the incurring of Indebtedness for borrowed
money, including, without limitation, statutes or regulations relating to common or contract carriers or to the sale of electricity,
gas, steam, water, telephone or telegraph or other public utility services, other than state laws or statutes which have been
complied with on or prior to the date hereof.


 


4.20
Margin Regulations. None of the proceeds of the borrowings made pursuant to this Agreement will be used for the purpose,
whether immediate, incidental, or ultimate, of purchasing or carrying any margin stock or for the purpose of reducing or retiring
any Indebtedness which was originally incurred to purchase or carry any margin stock or for any other purpose which might constitute
this Agreement or any Loan(s) a “purpose credit” within the meaning of Regulations G, T, U or X (or any successor
provisions) of the Board of Governors of the Federal Reserve System, in each case in violation of such regulations. The Borrower
will not take, or permit any Person acting on its behalf or on behalf of any other Loan Party to take, any action which might
cause this Agreement or any Loan Document to violate any regulation of the Board of Governors of the Federal Reserve System.


 


4.21 Disclosure.
Neither this Agreement nor any other Loan Document contains any untrue statement of material fact or omits to state a
material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to
any Loan Party which is not in the public domain and which materially and adversely affects or in the future may (so far as
the Borrower has knowledge of) have a Material Adverse Effect on the Loan Parties, taken as a whole.


 






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4.22
Incorporation by Reference. The representations and warranties of the Loan Parties contained in each of the other Loan
Documents are true and correct on the date hereof (or if made as of an earlier date, are true and correct on the date hereof,
or true and correct in all material respects, as of such earlier date), and such representations and warranties are incorporated
in this Agreement as though fully set forth herein.


 


4.23
Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed
to ensure compliance by each Loan Party and its directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and each Loan Party and its officers and employees and, to the knowledge of the Borrower, its directors and agents,
are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties or
any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of any Loan Party
that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person.
No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption
Law or applicable Sanctions.


 


5.
AFFIRMATIVE COVENANTS.


 


Until
the Obligations shall have been paid in full (other than contingent indemnification obligations for which no claim has been asserted)
and/or for so long as the Lender shall be committed to make any Loans or issue any Letters of Credit under this Agreement, the
Borrower covenants that it will comply with the following:


 


5.1
Compliance with Laws, Etc. The Borrower shall, and shall cause each other Loan Party to, (i) comply with all the terms
and provisions contained in the governing documents (Certificate of Incorporation, Certificate of Formation, Bylaws, or Operating
Agreement, as applicable) of the Loan Parties; (ii) do all things necessary to maintain, preserve, protect and keep its properties
in good repair, working order and condition (normal wear and tear excepted) and will from time to time make all necessary and
proper repairs, renewals, replacements, additions and improvements thereto so that its business carried on in connection therewith
may be properly conducted at all times; (iii) comply in all material respects at all times with the provisions of all policies
of insurance, leases and other material agreements to which it is a party during the effective period thereof so as to prevent
any waste, loss, destruction or forfeiture thereof or thereunder unless compliance therewith is being currently contested in good
faith by appropriate proceedings and no material risk of any of the foregoing shall exist; (iv) do all things necessary to preserve,
renew and keep in full force and effect and in good standing its existence and material qualifications and rights necessary or
desirable in the ordinary conduct of its business; (v) comply with any judgment, order, writ, injunction, decree or demand of
any Governmental Authority by which the Borrower is bound or affected, except where the failure to so comply will not have a Material
Adverse Effect; (vi) comply with the provisions of all laws, statutes, ordinances, by-laws, rules and regulations by which the
Borrower is bound or affected, except where the failure to so comply will not have a Material Adverse Effect; and (vii) conduct
its business substantially in the same manner and in substantially the same fields of enterprise as presently conducted and as
is normal and customary in like businesses.


 






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5.2
Financial Statements and Other Information.


 


(a)
The Borrower shall deliver or cause to be delivered to the Lender in form reasonably satisfactory to the Lender, as soon as available
and in any event within one hundred twenty (120) days after the end of each Fiscal Year of the Loan Parties, the audited, consolidated
or consolidating balance sheets (as applicable) and the related consolidated or consolidating statements of income (as applicable),
stockholders’ equity and cash flows for the Fiscal Year then ended, said statements being prepared in accordance with GAAP,
and being accompanied by the unqualified reports or certificates of independent certified public accountants satisfactory to the
Lender, together in each case with the certificate of the Chief Executive Officer of the Borrower or the duly designated appointee
of such officer, who shall be an officer of the Borrower (each of the foregoing officers being referred to herein as a “Certifying
Officer”) that such officer has caused the provisions of this Agreement to be reviewed and has no knowledge of any
Default or if any such officer has such knowledge, specifying such Default and the nature thereof, and what action the Borrower
has taken, is taking or proposes to take with respect thereto. Concurrently with its delivery of such audited financials, the
Borrower shall also furnish to the Lender any management letter furnished to any Loan Party by any auditor. Until such time as
the Lender notifies the Borrower otherwise in writing, Friedman LLP are independent certified public accountants acceptable to
the Lender.


 


(b)
The Borrower shall deliver or cause to be delivered to the Lender as soon as available and in any event within forty-five (45)
days after the start of each Fiscal Year financial projections (presented on a monthly basis) in such form as shall be reasonably
satisfactory to the Lender for the succeeding Fiscal Year (the “Budget”), which projections or reports
shall be accompanied by a statement of the Certifying Officer, to the effect that, to the best of his knowledge, such projections
and reports are based on good faith estimates and assumptions that management believes are reasonable and attainable, it being
noted that projections as to future events are not to be viewed as facts and that the actual results during the period or periods
covered by such projections may differ from the projected results in a material manner.


 


(c)
The Borrower shall deliver or cause to be delivered to the Lender as soon as available and in any event within sixty (60)
days after the end of each quarter of each Fiscal Year of the Loan Parties, the internally prepared consolidated or
consolidating balance sheets (as applicable) and related consolidated or consolidating statements of income (as applicable),
balance sheet and statement cash flows for the portion of the Fiscal Year then ending (including on a month-to-date and
year-to-date basis, with comparisons to the monthly and year-to-date Budget), accompanied by (i) a certificate of the
Certifying Officer that such statements have been prepared in accordance with GAAP (other than as set forth below), and are
correct subject only to normal year end audit adjustments and the absence of footnotes, and (ii) the certificate of a
Certifying Officer of the Borrower that such officer has caused the provisions of this Agreement to be reviewed and has no
knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof and what
action the Borrower has taken, is taking or proposes to take with respect thereto.


 






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(d)
A Certifying Officer of the Borrower shall deliver to the Lender a certificate in the form of Exhibit C attached hereto
(a “Compliance Certificate”) (i) within sixty (60) days after the end of each quarter of each Fiscal
Year of the Borrower, and (ii) as required pursuant to Section 3.2(b), in the case of clauses (i) and (ii) only setting
forth the financial information contained in Section 5.2(c) together with the calculations of the financial covenants set
forth in Section 7 hereof, and in the case of clause (iii) only setting forth the calculations of the financial covenants
set forth in Section 7 together with financial statements supporting such calculations.


 


(e)
The Borrower shall give the Lender written notice within ten (10) days of any litigation, arbitration or administrative proceeding
to which the Borrower or any Guarantor may hereafter become a party and which may involve any material risk of any judgment or
liability not fully covered by insurance (other than applicable deductibles), in each case, which would be reasonably expected
to result in any Material Adverse Effect. The Borrower shall within three (3) Business Days, upon request of the Lender, give
the Lender a copy of any report filed with any insurance company with whom a reporting form of policy is carried.


 


(f)
The Borrower shall provide the Lender with written notice upon the Borrower’s obtaining knowledge of any material potential
or known release or threat of any release of hazardous material or oil at or from any site or vessel owned, occupied, or operated
by any Loan Party or by any Person for whose conduct any Loan Party is responsible, which is in material violation of applicable
law; upon any Loan Party’s receipt of any notice to such affect from any Governmental Authority; and/or upon any Loan Party’s
obtaining knowledge of any incurrence or any expense or loss by such Governmental Authority in connection with the assessment,
containment, or removal of any hazardous material or oil for which expense or loss any Loan Party or such Person may be liable.


 


(g)
Within three (3) Business Days upon acquiring knowledge thereof, the Borrower shall notify the Lender in writing of the existence
of any Default or Event of Default and of any other development which might have a Material Adverse Effect on the Loan Parties,
taken as a whole, specifying the nature thereof and what action the Loan Parties have taken, are taking or propose to take with
respect thereto.


 


(h)
The Borrower will furnish the Lender with copies of any request for waiver of the funding standards or extension of the
amortization periods required by ERISA within three (3) Business Days after any such request is submitted to the Internal
Revenue Service. Within three (3) Business Days after a reportable event as defined by Section 4043 of ERISA occurs and is
required to be reported to the Pension Benefit Guaranty Corporation (the “PBGC”), or any Loan Party
receives notice that the PBGC has instituted or intends to institute proceedings under Section 4042 of ERISA to terminate a
Plan, or prior to the Plan administrator’s terminating a Plan pursuant to Section 4041 of ERISA, the Borrower will
notify the Lender, and will furnish to the Lender a copy of any notice of such reportable event which is required to be filed
with the PBGC, or any notice delivered by the PBGC evidencing its institution of such proceedings or its intent to institute
such proceedings, or any notice to the PBGC that a Plan is to be terminated, as the case may be.


 






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(i)
From time to time upon reasonable prior written request of any authorized representative of the Lender, the Borrower will furnish
or cause to be furnished to the Lender such other information regarding the business, assets, or condition, financial or otherwise,
or the results of operations of the Loan Parties as such representative may reasonably request. Upon reasonable prior written
notice to the Borrower, the Lender’s authorized representatives shall have the right during normal business hours to examine
the books and records of any Loan Party, to make copies, notes and abstracts therefrom, and to make an independent examination
or audit of its books and records for the purpose of verifying the accuracy of the reports delivered by the Borrower pursuant
to this Section 5.2 or otherwise and ascertaining compliance with this Agreement and the other Loan Documents; provided,
that unless an Event of Default has occurred and is continuing the Borrower shall not be responsible for the reasonable out-of-pocket
costs and expenses of the Lender in connection with each such examination, inspection or audit more than three (3) times per Fiscal
Year.


 


(j)
The Borrower shall notify the Lender, within three (3) days, of any change in the senior executive management (including, without
limitation, the Chairman, the Chief Executive Officer and the Chief Operating Officer) of any Loan Party.


 


5.3 Insurance.
The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, insurance on its
properties and the properties of the other Loan Parties against loss or damage by fire, explosion, hazards insured against by
extended coverage and other hazards and risks and insurance against liability to persons and property to the extent and
in the manner customary for companies in similar businesses similarly situated. Each such policy of insurance shall (i) in
the case of liability insurance policies, name the Lender as an additional insured thereunder as its interests may appear and
(ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and
substance to the Lender, that names the Lender as the loss payee thereunder for any covered loss.


 


5.4 Payments.
The Borrower shall pay or cause to be paid promptly when due all taxes, betterments, assessments and other governmental
levies, insurance premiums and other charges, to whomever and whenever laid or assessed, whether on this Agreement, any other
Loan Document or on any interest therein or on the Obligations, or on any of its properties, sales and activities, or any
part thereof, or upon the income or profits therefrom, as well as all trade debts, lease or mortgage obligations,
purchase money installments, equipment lease obligations and claims for labor, materials or supplies which if unpaid might by
law become a Lien upon any of its property; provided, however, that, except to the extent otherwise provided in any
other Loan Document, any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if the Borrower shall have set aside on its books
appropriate reserves with respect thereto; and provided, further, that, subject to the immediately preceding proviso,
the Borrower will pay all such taxes, assessments, levies or other governmental charges forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.


 






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5.5 Use
of Proceeds. The Borrower shall (a) use the proceeds of the Advances for working capital and general corporate
purposes of the Borrower, (b) use the proceeds of the Effective Date Term Loan (i) for the payment of fees, costs and
expenses incurred by E-compass in connection with the proposed SPAC Merger Transactions in an aggregate amount not to exceed
$1,030,000 in accordance with the Escrow Agreement, (ii) to repay the Existing Indebtedness and (iii) to consummate Permitted
Acquisitions and to pay the related fees, costs and expenses incurred by the Borrower in connection with such Permitted
Acquisitions, and (c) use the proceeds of the Delayed Draw Term Loan to consummate the Option Closing and, subject to the
prior approval of the Lender and the proviso set forth in Section 3.3, any Permitted Acquisition, and to pay the
related fees, costs and expenses incurred by the Borrower in connection with any such acquisition.


 


5.6
Bank Accounts.


 


(a)
Except as otherwise agreed by the Lender, the Borrower shall, and shall cause the other Loan Parties to, within thirty (30) days
after the Effective Date, transfer and maintain with the Lender, in order to permit the Lender to monitor the financial condition
of the Borrower and in order to effectuate the payment mechanisms established pursuant to Section 2 hereof, all of the
Loan Parties’ primary depository accounts, except the local depository accounts listed on Schedule 5.6.


 


(b)
The Borrower will not, and shall cause the other Loan Parties not to, directly or indirectly, establish any new bank account (other
than bank accounts established with the Lender) without prior written notice to the Lender and unless the Lender, the Borrower
or such Loan Party and the bank at which the account is to be opened enter into a control agreement regarding such bank account
pursuant to which such bank acknowledges the security interest of the Lender in such bank account, agrees to comply with instructions
originated by the Lender directing disposition of the funds in the bank account without further consent from the Borrower, and
agrees to subordinate and limit any security interest the bank may have in the bank account on terms satisfactory to the Lender.


 


(c)
The Borrower shall not transfer the proceeds of any Loan to a bank account that is not established with the Lender or a bank account
that is established with any other bank that is not subject to a control agreement pursuant to Section 5.6(b) or Section
5.13(d) without the prior written consent of the Lender; provided, that (i) the Borrower may utilize the proceeds of
the Loans drawn on the Effective Date in accordance with the flow of funds memorandum delivered to the Lender pursuant to Section
3.1(c) and (ii) the Borrower may utilize the proceeds of the Loans in accordance with the terms set forth in Section 5.5.


 


5.7 Estoppel
Certificates. If and to the extent from time to time requested by the Lender in connection with the sale
or participation of the Loans to a third party with the consent of the Borrower (not to be unreasonably withheld or delayed)
so long as no Event of Default has occurred and is continuing, the Borrower shall furnish to the Lender written statements,
signed and, if so requested, acknowledged, setting forth the amount of the Obligations which the Borrower acknowledges to be
due to the Lender, specifying any claims of offset or defense which the Borrower asserts against the Obligations or any
obligations to be performed hereunder, and such other matters as the Lender shall request.


 






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5.8
Fees. The Borrower shall pay all fees to the Lender as from time to time required by this Agreement.


 


5.9 ERISA.
The Borrower shall, and shall cause the other Loan Parties to, meet all minimum funding requirements applicable to any Plans
which are subject to Title IV of ERISA, and, except for any noncompliance that would not reasonably be expected to result in
a Material Adverse Effect, shall, and cause the other Loan Parties to, at all times comply in all material respects with the
provisions of ERISA which are applicable to the Plans. The Borrower shall, and shall cause the other Loan Parties to, at no
time permit the current value of the Plans’ benefits guaranteed under Title IV of ERISA to exceed the current value of
the Plans’ assets allocable to such benefits. The Borrower shall not permit, and shall cause the other Loan Parties
to not permit, any event or condition to exist which could permit the Plans to be terminated under circumstances which would
cause the Lien provided for in Section 4068 of ERISA to attach to the assets of any Loan Party.


 


5.10
Subsidiaries. As of the date any Person becomes, directly or indirectly, a Subsidiary of the Borrower or any of its
Subsidiaries, the Borrower shall:


 


(a)
Promptly send to the Lender written notice setting forth with respect to such Person the date on which such Person became a Subsidiary
of the Borrower or its Subsidiary, as applicable.


 


(b)
With respect to each Subsidiary, promptly cause such Subsidiary to become a Guarantor under the Guaranty Agreement and a grantor
under the Security Agreement by executing and delivering to the Lender a joinder agreement, in form and substance reasonably satisfactory
to the Lender.


 


(c)
With respect to each Subsidiary, take all such actions and execute and deliver, or cause to be executed and delivered, all such
applicable documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(a)(x).


 


(d)
With respect to each Subsidiary, deliver all such applicable documents, instruments, agreements, and certificates, as applicable,
necessary to grant and to perfect a first priority Lien in favor of the Lender under the Security Agreement (but subject to any
limitations sets forth therein) in the equity interests of such Subsidiary and in all of the personal property of such Subsidiary.


 


5.11
Further Assurances. Upon the Lender’s request from time to time, the Borrower shall, and shall cause the other
Loan Parties to, make, execute, acknowledge and deliver, and file and record, if applicable, all such instruments and take all
such action as the Lender or counsel for the Lender may reasonably deem necessary or advisable to carry out the intent and purposes
of this Agreement and the other Loan Documents or any other document, instrument or agreement contained or referred to herein
or therein.


 






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5.12
SPAC Merger. Upon the consummation of the Redomestication Merger and the SPAC Merger (the date of such consummation
being, the “SPAC Merger Date”), the Borrower shall, within ten (10) Business Days following the SPAC
Merger Date:


 


(a)
Joinder to Guaranty. Cause iFresh to become a Guarantor under the Guaranty Agreement by executing and delivering to the
Lender an originally executed joinder to the Guaranty Agreement, in form and substance reasonably satisfactory to the Lender.


 


(b)
Pledge Agreement. Deliver to the Lender an originally executed Pledge Agreement executed by iFresh pursuant to which all
of the equity interests in the Borrower shall be pledged to secure the Obligations subject to the terms and conditions therein.


 


(c)
Stock Certificate and Stock Power. Deliver to the Lender an original stock certificate issued by the Borrower, representing
iFresh’s ownership of 100% of the equity interests in the Borrower, together with a transfer power (undated and executed
in blank), in each case, in form and substance reasonably satisfactory to the Lender.


 


(d)
Secretary’s Certificate and Attachments. Deliver to the Lender an originally executed certificate from the secretary
or assistant secretary of iFresh, together with all applicable attachments, certifying (i) that attached copies of iFresh’s
governing documents (Certificate of Incorporation and Bylaws) are true and complete, and in full force and effect, without amendment
except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which iFresh
is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended,
modified or revoked, and constitute all resolutions adopted with respect to this Agreement and the Loan Documents, (iii) to the
title, name and signature of each Person authorized to sign the Loan Documents and (iv) that an attached copy of the certificate
of good standing of iFresh certified by the Secretary of State of the State of Delaware is true and complete.


 


(e)
Officer’s Certificate. Deliver to the Lender an originally executed certificate, together with all applicable attachments,
certifying (i) that the SPAC Merger and the Redomestication Merger have been consummated in accordance with all applicable laws
and in accordance with the terms and conditions of the SPAC Merger Documents in all material respects without any waiver, amendment,
supplement or other modification that is materially adverse to the Lender and (ii) that attached copies of certificates of merger
have been filed with the Secretary of State of the State of Delaware in connection with the SPAC Merger and the Redomestication
Merger, respectively.


 


For
the avoidance of doubt, the Borrower and the Lender acknowledge and agree that the consummation of the Redomestication Merger
and the SPAC Merger may not occur, and the failure of such transactions to consummate under the SPAC Merger Agreement shall not
constitute a Default or an Event of Default under this Agreement.


 


5.13
Post-Closing Obligations.


 


(a) Pledge
Agreement. In the event that the SPAC Merger does not occur by February 18, 2017, the Borrower shall promptly (but in any
event, no later than March 3, 2017) deliver to the Lender an originally executed Pledge Agreement executed by each of
the shareholders of the Borrower, pursuant to which all of the equity interests in the Borrower shall be pledged to secure
the Obligations subject to the terms and conditions therein.


 






    	 	- 29 -	 



     


    

 


(b)
New York Mart Ave U 2nd Inc. Within sixty (60) days following the Effective Date, the Borrower shall (i) deliver to the
Lender evidence of reinstatement of U2 in the State of New York, (ii) cause U2 to become a Guarantor under the Guaranty Agreement
by executing and delivering to the Lender an originally executed joinder to the Guaranty Agreement, in form and substance reasonably
satisfactory to the Lender, (iii) deliver to the Lender an originally executed Pledge Agreement executed by the Borrower pursuant
to which all of the equity interests in U2 shall be pledged to secure the Obligations subject to the terms and conditions therein,
(iv) deliver to the Lender an original stock certificate issued by U2, representing the Borrower’s ownership of 100% of
the equity interests in U2, together with a transfer power (undated and executed in blank), and (v) deliver to the Lender an originally
executed certificate from the secretary or assistant secretary of U2, together with all applicable attachments, certifying (A)
that attached copies of U2’s governing documents (Certificate of Incorporation and Bylaws) are true and complete, and in
full force and effect, without amendment except as shown, (B) that an attached copy of resolutions authorizing execution and delivery
of the Loan Documents to which U2 is a party is true and complete, and that such resolutions are in full force and effect, were
duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Agreement
and the Loan Documents, (C) to the title, name and signature of each Person authorized to sign the Loan Documents and (D) that
an attached copy of the certificate of good standing of U2 certified by the Secretary of State of the State of New York is true
and complete.


 


(c)
Insurance Endorsements. Within forty-five (45) days following the Effective Date, the Borrower shall deliver to the Lender
insurance endorsements, satisfactory in form and substance to the Lender, that names the Lender as an additional insured and lender
loss payee under the Loan Parties’ liability and casualty insurance policies.


 


(d)
Control Agreements. Within forty-five (45) days following the Effective Date, the Borrower shall deliver to the Lender
a fully executed control agreement for each Effective Date Account pursuant to which the applicable depositary bank acknowledges
the security interest of the Lender in such Effective Date Account, agrees to comply with instructions originated by the Lender
directing disposition of the funds in such Effective Date Account without further consent from the Borrower, and agrees to subordinate
and limit any security interest the bank may have in such Effective Date Account on terms satisfactory to the Lender.


 


(e)
Landlord Waiver and Consent Agreements. Within forty-five (45) days following the Effective Date, the Borrower shall cause
each Loan Party to use commercially reasonable efforts to obtain and deliver to the Lender a Landlord Waiver and Consent Agreement
from the lessor of each Effective Date Lease, in form and substance reasonably satisfactory to the Lender.


 



    	 	- 30 -	 



     


    

 


6.
NEGATIVE COVENANTS.


 


Until
the Obligations shall have been paid in full (other than contingent indemnification obligations for which no claim has been asserted)
and/or for so long as the Lender shall be committed to make any Loans or issue any Letters of Credit under this Agreement, the
Borrower covenants that it will comply with the following:


 


6.1 Hazardous
Materials. The Borrower shall, and shall cause the other Loan Parties to: not dispose of any hazardous material or
oil on any site or vessel occupied or operated by the Loan Parties, except in accordance with applicable law; not store
on any site or vessel occupied or operated by any Loan Party, or transport or arrange for the transport of any hazardous
material or oil except if such storage or transport is in the ordinary course of the Loan Parties’ business and is in
compliance with all such statutes, regulations, ordinances, directives and orders.


 


6.2 Indebtedness.
The Borrower shall not, and shall cause the other Loan Parties to not, create, incur or assume, either directly or
indirectly, or otherwise become or remain liable with respect to any Indebtedness without the prior written consent of the
Lender, except the following:


 


(a)
Indebtedness in respect of the Obligations;


 


(b)
Other Indebtedness in respect of purchase money obligations (including conditional sales contracts, capitalized leases and any
other title retention or deferred purchase devices) in equipment for use in the ordinary course of business in an aggregate amount
not to exceed $250,000 outstanding at any time, together with any renewal, extension or refinancing thereof;


 


(c)
Indebtedness of the Loan Parties in respect of taxes, assessments, governmental charges or levies to the extent that payment thereof
shall not at the time be required to be made in accordance with the provisions of Section 5.4 hereof;


 


(d)
Indebtedness in respect of endorsements made in connection with the deposit of items for credit or collection in the normal and
ordinary course of business;


 


(e)
Indebtedness in the nature of trade payables incurred in the ordinary course of business;


 


(f)
Indebtedness of any Loan Party (other than iFresh) to any other Loan Party (other than iFresh);


 


(g)
Hedging obligations in respect of any Secured Hedge Agreement that are not entered into for speculative purposes;


 


(h)
Indebtedness in respect of netting services and overdraft protection in connection with deposit accounts in the ordinary course
of business;


 


(i)
Indebtedness described in Schedule 6.2; and


 


(j)
Other unsecured Indebtedness of the Borrower in an aggregate outstanding amount not at any time exceeding $200,000.


 


6.3
[Reserved].


 






    	 	- 31 -	 



     


    

 


6.4 Liens.
The Borrower shall not, and shall cause the other Loan Parties to not, directly or indirectly, permit or suffer to be created
or to remain, and shall discharge, or promptly cause to be discharged, any Lien on the property or assets of any Loan Party
or any part thereof or interest therein, except the following (“Permitted
Encumbrances”):


 


(a)
purchase money mortgages, capital leases, conditional sales contracts, security interests, or other arrangements for the retention
of title by the vendor, given to secure the payment of the purchase price incurred in connection with the acquisition or leasing
of fixed assets and equipment useful and intended to be used in carrying on the business of the Borrower, provided that
the Lien shall attach solely to the property purchased and that the Indebtedness secured by such Lien is permitted by Section
6.2(b);


 


(b)
Liens for taxes, assessments or other governmental charges or levies or to secure claims for labor, material or supplies, and
deposits of pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old
age pensions or other social security, or in connection with contests, to the extent that payment thereof shall not at the time
be required to be made in accordance with Section 5.4 hereof;


 


(c)
Liens imposed by law, zoning restrictions and municipal and other easements which do not or will not, in the aggregate, have a
Material Adverse Effect on the Borrower;


 


(d)
Liens in respect of judgments or awards to the extent that such judgments or awards are permitted as Indebtedness by the provisions
of Section 6.2(d);


 


(e)
Liens in favor of the Lender pursuant to the Security Agreement or any other Loan Document;


 


(f)
restrictions under federal and state securities laws on the transfer of securities;


 


(g)
set-off rights of depository institutions with which the Borrower or any Subsidiary maintains deposit accounts;


 


(h)
Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law arising in the ordinary
course of business and securing obligations that are not past due for more than sixty (60) days or are being diligently contested
in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money and for which it maintains
adequate reserves in accordance with GAAP;


 


(i)
deposits or pledges to secure bids, tenders, contracts, leases, statutory obligations, surety bonds and other obligations of like
nature arising in the ordinary course of the Borrower’s business;


 


(j)
leases, licenses, subleases or non-exclusive licenses granted to others not interfering in any material respect with the business
of the Borrower;


 


(k)
Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; and


 






    	 	- 32 -	 



     


    

 


(l)
Liens arising from precautionary UCC filings regarding “true” operating leases.


 


6.5 Changes.
The Borrower shall, and shall cause each other Loan Party to, at all times maintain its existence as a corporation, and each
such Person shall not, without in each case the prior written consent of the Lender:


 


(a)
change its Fiscal Year;


 


(b)
change its legal structure in any manner;


 


(c)
change the character or nature of its business or operations in which it is presently engaged or incidental thereto in any material
respect;


 


(d)
become a party to any merger or consolidation except (i) in connection with the SPAC Merger and (ii) in connection with Permitted
Acquisitions permitted by Section 6.6, provided that the Borrower is the surviving entity thereof; or


 


(e)
sell, transfer, convey, lease (as lessor) or otherwise dispose of any of its property or assets, except that each such Person
may sell or otherwise dispose of (i) tangible assets to be replaced in the ordinary course of business by other tangible assets
of equal or greater value; (ii) tangible assets that are worn out, obsolete or no longer used or useful in the business of such
Person; (iii) sales of inventory in the ordinary course of business; (iv) dispositions of cash and Cash Equivalents; (v) non-exclusive
licenses or sublicenses of intellectual property rights in the ordinary course of its business that do not impair the value thereof;
(vi) sales of delinquent receivables in the ordinary course of business in connection with the collection thereof; (vii) sales
or transfers from one Loan Party (other than iFresh) to another Loan Party (other than iFresh); provided, however, that
nothing in this Section 6.5(e) shall prohibit the purchase of equipment, hardware and software by the Borrower or any of
its Subsidiaries in the ordinary course of business; and (viii) dispositions of assets of the Loan Parties not otherwise provided
for in this Section 6.5(e) in an aggregate amount not to exceed $250,000 in any Fiscal Year.


 


6.6 Investment.
The Borrower shall not, and shall cause each other Loan Party to not, acquire or commit itself to acquire or hold any
Investment except for the following:


 


(a)
Intercompany Investments of a Loan Party (other than iFresh) in any other Loan Party (other than iFresh);


 


(b)
Permitted Investments;


 


(c)
Permitted Acquisitions;


 


(d)
Investments consisting of endorsements of negotiable instruments for collection in the ordinary course of business;


 


(e)
Investments relating to hedging obligations; and


 






    	 	- 33 -	 



     


    

 


(f)
Bank deposits in the ordinary course of business.


 


6.7 Distributions.
The Borrower shall not, and shall cause the other Loan Parties to not, make any Distribution, except that (a) any Subsidiary
of the Borrower may make Distributions to the Borrower and (b) any Loan Party may make a Distribution approved by the
Lender.


 


6.8 Transactions
with Affiliates. The Borrower shall not, and shall cause the other Loan Parties to not, enter into any transaction
(including, without limitation, the purchase or sale of any property or service) with, or make any payment or transfer to,
any Affiliate except (a) in the ordinary course of business and pursuant to the reasonable requirements of the
Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than such Person would obtain in a comparable arms-length transaction with an unaffiliated third party and
(b) as otherwise expressly permitted in this Agreement or any other Loan Document.


 


6.9 Permitted
Activities of iFresh. Notwithstanding anything to the contrary contained herein, upon the consummation of the SPAC
Merger Transactions, the Borrower shall cause iFresh not to (a) incur, directly or indirectly, any Indebtedness or any other
obligation or liability whatsoever other than the Obligations and any other obligation under the Loan Documents or any
Guaranty to the extent permitted hereunder, (b) create or suffer to exist any Lien upon any property or assets now owned or
hereafter acquired by it other than as otherwise permitted pursuant to Section 6.4, (c) consolidate with or merge with
or into, or convey, transfer or lease all or substantially all its assets to, any Person (other than in connection with the
SPAC Merger Transactions), (d) sell or otherwise dispose of any equity interests of the Borrower, (e) create or acquire any
direct Subsidiary or make or own any direct investment in any Person, or (f) engage in any business or activity or own any
assets other than (i) holding 100% of the equity interests of the Borrower, (ii) performing its obligations and activities
incidental thereto under the Loan Documents, (iii) the activities and contractual rights incidental to the maintenance of its
corporate existence and (iv) being a party to the SPAC Merger Documents to which it is a party.


 


6.10
Amendments of SPAC Merger Documents. The Borrower shall not, and shall cause the other Loan Parties to not, agree to
any material amendment, restatement, supplement or other modification to, or waiver of, any SPAC Merger Document to which it is
a party, in each case, in a manner materially adverse to the Lender.


 


6.11
Restrictive Agreements. The Borrower shall not, and shall cause the other Loan Parties to not, enter into any agreement,
instrument, deed or lease that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party to create,
incur or permit to exist any Lien in favor of the Lender upon any of its Collateral or (b) the ability of any Subsidiary of the
Borrower to make Distributions or to make or repay loans or advances to the Borrower.


 






    	 	- 34 -	 



     


    

 


7.
FINANCIAL COVENANTS.


 


7.1 Financial
Tests. The Borrower shall comply with the following financial tests as of the last day of each Fiscal
Quarter, beginning with the Fiscal Quarter ending March 31, 2017:


 


(a)
Fixed Charge Coverage Ratio. The Borrower shall maintain a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00.


 


(b)
Senior Funded Debt to EBITDA Ratio. The Borrower shall not permit the Senior Funded Debt to EBITDA Ratio to be greater
than 3.00 to 1.00.


 


8.
RIGHTS AND REMEDIES OF THE LENDER.


 


8.1 Rights
Exercisable Regardless of Default. Upon the occurrence and during the continuance of an Event of Default, the Lender
shall have the following rights:


 


(a)
The Lender is hereby specifically authorized to make, at the Lender’s sole option, any or all payments required to be made
by the Borrower either hereunder or under any other Loan Document. Such payments may include, but are not limited to, payments
for taxes, assessments, betterments and other governmental levies and charges, and insurance premiums. The Lender shall have the
right, but not the duty, to perform any such obligations of the Borrower without waiving any other rights or releasing the Borrower
from any obligation hereunder.


 


(b)
The Lender shall have the right, but not the duty, to intervene or otherwise participate in any legal or equitable proceeding
which, in the Lender’s sole judgment, affects any of the rights created by this Agreement or any of the other Loan Documents.


 


Such
rights may be exercised by the Lender only after reasonable notice to the Borrower, and only to the extent permitted by law and
necessary to protect the rights of the Lender hereunder.


 


8.2 Effect
of Exercise of Rights. Any sums paid, and any costs or expenses, including reasonable attorneys’ fees, incurred
in good faith by the Lender, pursuant to the Lender’s exercise of rights specified or referred to herein, shall: (a) as
between the parties hereto and their successors in interest, be deemed valid, so that in no event shall the necessity
or validity of any such payments, costs or expenses be disputed; and (b) with respect to such sums, costs and expenses, be,
until paid, part of the Obligations and, until paid, shall accrue interest at the Default Rate.


 


8.3 Events
of Default. The occurrence of any one or more of the following events shall constitute a default under and breach of
this Agreement:


 


(a)
failure of the Loan Parties to pay any amount or any installment of interest or principal and interest hereunder or under any
Note when due, as applicable, or to make any other payment required by the terms hereof or the terms of the other Loan Documents
to be made on the Obligations within five (5) Business Days of when the same shall become due and payable; or


 


(b)
failure of the Borrower to pay within one (1) Business Day of when due any amount outstanding hereunder or under the Revolving
Note which shall be in excess of the Maximum Revolving Credit Amount, as applicable, at any time; or


 






    	 	- 35 -	 



     


    

 


(c)
any representation or warranty made by any Loan Party in this Agreement or in any other Loan Document shall be untrue in any material
respect when made; or


 


(d)
failure of the Borrower to observe or perform any of the terms and provisions of Sections 5.2(a), 5.2(b), 5.2(c), 5.2(d), 5.2(g),
5.3, 5.5, 5.13, 6 and 7 hereof; or


 


(e)
failure of any Loan Party to observe or perform any other covenant, agreement, condition, term or provision of this Agreement
or any other Loan Document and such failure shall not be rectified or cured to the written satisfaction of the Lender within thirty
(30) days after written notice thereof by the Lender to the Borrower; or


 


(f)
a Change in Ownership, without the prior written consent of the Lender, shall occur; or


 


(g)
any Loan Party shall initiate any action to dissolve, liquidate or otherwise terminate its existence; or


 


(h)
any Loan Document shall cease, for any reason (other than the scheduled termination thereof in accordance with its terms or release
by the Lender), to be in full force and effect, or any Loan Party shall so assert in a judicial or similar proceeding; or


 


(i)
any Loan Party shall fail to make any payment of Indebtedness (other than Indebtedness constituting Obligations) in excess of
$250,000 or shall fail to perform the terms of any agreement relating to such Indebtedness and such default shall continue, without
having been duly cured, waived or consented to, beyond the period of grace, if any, provided therefor, if the effect of such breach
or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders),
to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior
to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or


 


(j)
any final, non-appealable judgment or judgments in excess of $250,000 in aggregate (to the extent not covered by insurance for
which the insurer has not denied coverage with respect thereto) shall be entered or filed against any Loan Party and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days; or


 


(k)
the entry of any court order which enjoins, restrains or in any way prevents any Loan Party from conducting its business affairs
in the ordinary course which has a Material Adverse Effect on such Loan Party and is not stayed or dismissed within sixty (60)
days of such entry; or


 


(l)
the Borrower shall have: (1) commenced a voluntary case under Title 11 of the United States Code as from time to time in
effect, or its authorizing, by appropriate proceedings, the commencement of such a voluntary case; (2) filed an answer or
other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary
case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to
controvert timely the material allegations of any such petition; (3) entered of an order for relief in any involuntary case
commenced under said Title 11, which is not dismissed within sixty (60) days; (4) sought relief as a debtor under any
applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to
the modification or alteration of the rights of creditors, or its consenting to or acquiescing in such relief; (5) entered of
an order by a court of competent jurisdiction (i) finding it to be bankrupt or insolvent, (ii) ordering or approving its
liquidation, reorganization or any modification or alteration of the rights of creditors, or (iii) assuming custody of, or
appointing a receiver or other custodian for, all or a substantial part of its property and such receiver or custodian is not
discharged within sixty (60) days; or (6) by its making an assignment for the benefit of, or entering into a composition
with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial
part of its property; or


 






    	 	- 36 -	 



     


    

 


(m)
Long Deng resigns, is terminated, or is no longer actively involved in the management of the Borrower in his current position
and a replacement reasonably satisfactory to the Lender for Long Deng is not made, within sixty (60) days after such
event.


 


8.4 Remedies.
Upon the occurrence and during the continuance of any Event of Default, the Lender may at any time thereafter, at its option
and without notice, exercise any or all of the following rights and remedies:


 


(a)
terminate the obligation of the Lender (i) to make any Advance or issue any Letter of Credit under the Revolving Credit Facility
and/or (ii) to make any Delayed Draw Term Loan under the Delayed Draw Term Credit Facility; or


 


(b)
declare the entire Obligations immediately due and payable, and the Obligations shall thereupon become and be immediately due
and payable, anything in any of the Loan Documents to the contrary notwithstanding, and without presentation, protest or further
demand or notice of any kind, all of which are expressly hereby waived by the Borrower, provided that, notwithstanding
and without limitation of the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default
under Section 8.3(l) hereof, the entire Obligations automatically shall become and be immediately so due and payable; or


 


(c)
exercise any or all of the rights and remedies granted to it under any other Loan Document and take such other actions or proceedings
as the Lender deems necessary or advisable to collect or enforce or to protect its interest in the Obligations or any Collateral.


 


Such
options may be exercised individually, sequentially or in concert, all such remedies being cumulative, the exercise of one not
being deemed a waiver of any other or a cure of any Event of Default.


 


A
Default or an Event of Default shall not be deemed to be in existence or to be continuing for any purpose of this Agreement if
the Lender pursuant to this Agreement shall have waived such event in writing or stated in writing that the same has been cured
to its reasonable satisfaction, but no such waiver shall extend to or affect any subsequent Default or Event of Default or impair
any rights of the Lender upon the occurrence thereof.


 


Any
and all amounts due hereunder or under any Loan Document after an Event of Default or maturity (whether by acceleration or
otherwise) shall, bear interest at a rate per annum which shall be calculated in the manner herein set forth and shall
be equal to the Stated Rate from time to time in effect plus three percent (3%) (the “Default
Rate”).


 






    	 	- 37 -	 



     


    

 


8.5 Set
Off. Any and all deposits or other sums at any time due to the Borrower from, or credited to the Borrower by
the Lender or any of its affiliated banks or institutions, or any Person which is participating with the Lender with respect
to the Obligations, and any cash, securities, instruments, or other property of the Borrower in the possession of the Lender,
or any of its affiliates, and any such participant, whether for safekeeping, or otherwise, or in transit to or from the
Lender or any of its affiliates or any such participant, or in the possession of any third party acting on the Lender’s
behalf (regardless of the reason the Lender had received same or whether the Lender has conditionally released the same)
shall at all times constitute security for any and all Obligations, and may be applied or set off by the Lender upon the
occurrence and during the continuance of an Event of Default hereunder against such Obligations, whether or not other
Collateral is available to the Lender.


 


8.6 Power
of Attorney. In furtherance of the Lender’s rights hereunder, the Borrower hereby appoints the Lender the true
and lawful attorney in fact for the Borrower with full power of substitution, in its name or in the name of the Borrower or
otherwise, for the sole benefit of the Lender but at the sole expense of the Borrower, without notice to or demand upon
the Borrower, at any time upon or during the continuance of an Event of Default: (a) to commence and prosecute any suits,
actions or proceedings at law or in equity in any court of competent jurisdiction to enforce any rights of the Borrower; (b)
to defend any suit, action, or proceeding brought against the Borrower; (c) to settle, compromise or adjust any suit, action
or proceeding described in clauses (a) or (b) above and (d) to endorse the name of the Borrower on checks, notes, drafts,
acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents constituting payments to the
Borrower; provided, however, that such rights may not be exercised by the Lender except upon the occurrence and during
the continuance of an Event of Default hereunder. The powers vested in the Lender are, and shall be deemed to be, coupled
with an interest and irrevocable.


 


8.7 Waivers
and Enforcement of Rights. The failure of the Lender to exercise any right or remedy or option provided for herein or
otherwise shall not be deemed to be a waiver of any of the covenants or obligations of the Borrower. No extension,
whether oral or in writing, of the time for the payment of the whole or any part of the Obligations or any other indulgence
given by the Lender to the Borrower or any other Person, shall operate to affect the original liability of the Borrower. To
the extent permitted by law, and except as otherwise provided in this Agreement and the other Loan Documents, the Borrower
expressly waives all rights to any notice of hearing and to any hearing prior to the taking of any action by the Lender under
and pursuant to this Agreement and the other Loan Documents. Upon the occurrence and during the continuance of an Event of
Default, the Borrower waives demand, notice of default, protest, presentment, notice of acceptance of this Agreement and the
other Loan Documents, notice of Loans made, credit extended, or other action taken in reliance on the Loan Documents and all
other demands and notices of any description. With respect to any or all of the Obligations, the Borrower assents to any
extension or postponement of the time of payment or any other indulgence, to the addition or release of any Person primarily
or secondarily liable, to the acceptance of partial payments thereon and the settlement, compromising or adjusting thereof,
all at such time or times as the Lender may deem advisable, and the Borrower agrees that the Lender may so act without regard
to any requests or demands by the Borrower and without thereby incurring any liability to the Borrower or releasing the
Borrower hereunder. No course of dealing between the Borrower and the Lender shall operate as a waiver of any of the
Lender’s rights under this Agreement or any Loan Document or with respect to any of the Obligations. A waiver by the
Lender on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. No
waiver or consent shall be binding upon the Lender unless it is in writing and signed by the Lender. The making of a Loan
hereunder during the existence of an Event of Default shall not constitute a waiver thereof.


 






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8.8 Application
of Proceeds. The proceeds of all collections and any other moneys received or recovered by the Lender after an Event
of Default which has not been waived by the Lender in its sole discretion shall be applied as follows:


 


(a)
First, to the payment of the costs and expenses of enforcement of the Lender’s rights hereunder and collection, including
reasonable attorneys’ fees; and


 


(b)
Second, in any order the Lender shall determine.


 


Proceeds
which in the Lender’s sole discretion are not so applied shall be credited to the Borrower’s deposit account with
the Lender, if any, or to the Borrower in such other manner as the parties shall mutually agree.


 


9.
DEFINITIONS. For the purposes of this Agreement, the following terms defined elsewhere in this Agreement and as set forth
below shall have the respective meanings therein and herein defined:


 


	TERM	 	DEFINITION
	 	 	 
	“Adjusted
    LIBOR Rate”	 	Section 2.5
	“Advance”	 	Section 2.1
	“Agreement”	 	Preamble
	“Borrower”	 	Preamble
	“Broker”	 	Section 4.14
	“Budget”	 	Section 5.2(b)
	“Certifying
    Officer”	 	Section 5.2(a)
	“Compliance
    Certificate”	 	Section 5.2(d)
	“Commitment
    Fee”	 	Section 2.7
	“Default
    Rate”	 	Section 8.4
	“Delayed
    Draw Maturity Date”	 	Section 2.3(c)
	“Delayed
    Draw Term Credit Facility”	 	Section 2.3
	“Delayed
    Draw Term Loan”	 	Section 2.3
	“Delayed
    Draw Term Loan Account”	 	Section 2.3(a)
	“Delayed
    Draw Term Loan Amount”	 	Section 2.3
	“Delayed
    Draw Term Note”	 	Section 2.3(b)
	“Delayed
    Draw Ticking Fee”	 	Section 2.8
	“Effective
    Date”	 	Preamble
	“Effective
    Date Term Credit Facility”	 	Section 2.2


 






    	 	- 39 -	 



     


    

 


	“Effective Date
    Term Loan”	 	Section 2.2
	“Effective Date Term Loan Account”	 	Section 2.2(a)
	“Effective Date Term Loan Amount”	 	Section 2.2
	“Effective Date Term Note”	 	Section 2.2(b)
	“ERISA”	 	Section 4.12
	“Eurodollar”	 	Section 2.5
	“Facility Fee”	 	Section 2.10
	“Fiscal Year”	 	Section 4.11
	“Historical Financial Statements”	 	Section 4.5
	“Information”	 	Section 10.1
	“L/C Credit Extension”	 	Section 2.1(f)
	“Lender”	 	Preamble
	“Letter of Credit Fee”	 	Section 2.9
	“Letter of Credit Sublimit”	 	Section 2.1(f)
	“LIBOR Breakage Fees”	 	Section 2.5(c)
	“LIBOR Pricing Options”	 	Section 2.5
	“LIBOR Rate”	 	Section 2.5
	“Loans”	 	Section 2.3
	“Maturity Date”	 	Section 2.2(c)
	“Maximum Revolving Credit Amount”	 	Section 2.1
	“PBGC”	 	Section 5.2(h)
	“Permitted Encumbrances”	 	Section 6.4
	“Plans”	 	Section 4.12
	“representatives”	 	Section 10.2(a)
	“Revolving Credit Facility”	 	Section 2.1
	“Revolving Loan Account”	 	Section 2.1(a)
	“Revolving Note”	 	Section 2.1(b)
	“Senior Funded Debt to EBITDA Ratio”
    	 	Section 7.1(b)
	“Termination Date”	 	Section 2.1(c)
	“Undrawn Available Amount”	 	Section 2.7
	“Undrawn Available Delayed Draw
    Amount”	 	Section 2.8
	“United States Currency”	 	Section 2.5


 


In
addition, for purposes of this Agreement, the following terms shall have the respective meanings set forth below:


 


“Accounts”
means, without limitation, “accounts” as defined in the UCC, and also all accounts, accounts receivable, notes, drafts,
acceptances, other forms of obligations and receivables and rights to payment for credit extended, whether secured or unsecured,
for goods sold, licensed or leased, or services rendered, whether or not yet earned by performance, all rights of the Borrower
to draw under letters of credit and all rights to payment under license agreements.


 






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“Acquired
Option Companies” means the Option Companies whose equity interests have been sold (or will be sold) by Long Deng
and purchased by iFresh on the Delayed Draw Funding Date in accordance with the terms and conditions set forth in the Option Agreement.


 


“Affiliate”
shall mean, with respect to a specified Person, another Person that directly or indirectly, through one or more intermediaries,
Controls or is Controlled by, or is under common Control with, the Person specified.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption.


 


“Base
Rate” means the rate of interest announced from time to time by KeyBank National Association as its “prime
rate” charged on certain commercial loans, which is not necessarily the lowest rate of interest offered by the Lender to
its customers. Any change in such announced rate shall result in an immediate change in the Base Rate.


 


“Base
Rate Loans” means Advances and Term Loans the rate of interest applicable to which is based upon the Base Rate.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are
authorized or required by law to close; provided, however, that when used in connection with a rate determination, borrowing
or payment in respect of a LIBOR Loan, the term “Business Day” shall also exclude any day on which banks in London,
England are not open for dealings in Dollar deposits in the London interbank market.


 


“Capitalized
Lease” means any lease which is or should be capitalized on the balance sheet of the lessee in accordance with GAAP
and Statement of Financial Accounting Standards No. 13.


 


“Capitalized
Lease Obligations” means the amount of the liability which should appear on the lessee’s balance sheet reflecting
the aggregate discounted amount of future payments under all Capitalized Leases calculated in accordance with GAAP and Statement
of Financial Accounting Standards No. 13.


 


“Cash
Equivalents” means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve (12) months from the date of acquisition, (ii) time deposits and
certificates of deposit of the Lender or any commercial bank incorporated in the United States of recognized standing having capital
and surplus in excess of $100,000,000 with maturities of not more than twelve (12) months from the date of acquisition by such
Person, (iii) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described
in clause (i) above, (iv) commercial paper issued by the parent corporation of any commercial bank (provided that the parent
corporation and the bank are both incorporated in the United States) of recognized standing having capital and surplus in excess
of $100,000,000 and commercial paper issued by any Person rated at least A-1 or the equivalent thereof by Standard & Poor’s
Corporation or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing not more
than twelve (12) months after the date of acquisition by such Person, and (v) investments in money market funds substantially
all of whose assets are comprised of securities of the types described in clauses (i) through (iv) above.


 






    	 	- 41 -	 



     


    

 


“Change
in Ownership” means any of the following: (i) at any time, Long Deng shall cease to beneficially own and control,
directly or indirectly, on a fully diluted basis (a) more than 51% on a fully diluted basis of the economic and voting interests
in the equity interests of the Borrower or (b) a sufficient number of the issued and outstanding voting interests in the equity
interests of the Borrower to have and exercise voting power for the election of directors holding a majority of the voting power
of the board of directors of the Borrower; (ii) at any time, the Borrower shall cease to beneficially own and control 100% on
a fully diluted basis of the economic and voting interest in the equity interests of each of its Subsidiaries; or (iii) following
the consummation of the SPAC Merger Transactions, iFresh shall cease to beneficially own and control 100% on a fully diluted basis
of the economic and voting interest in the equity interests of the Borrower.


 


“Collateral”
means, collectively, all of the real, personal and mixed property (including equity interests) in which Liens are purported to
be granted pursuant to the Loan Documents as security for the Obligations.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute.


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Default”
means an Event of Default and an event which, but for the giving of notice, or the passage of time, or both, would constitute
an Event of Default.


 


“Delayed
Draw Funding Date” means the date on or after the Effective Date and on or prior to the Delayed Draw Termination
Date on which the Delayed Draw Term Loan is made to the Borrower.


 


“Delayed
Draw Termination Date” means the date that is three hundred sixty-five (365) days after the Effective Date.


 


“Distribution”
means with respect to any Person:


 


(a)
the declaration or payment of any dividend on or in respect of any shares of any class of capital stock of such Person;


 


(b)
the purchase, redemption or other retirement of any shares of any class of capital stock of such Person (or of options, warrants
or other rights for the purchase of such shares), directly, indirectly through a Subsidiary or otherwise;


 






    	 	- 42 -	 



     


    

 


(c)
any other distribution on or in respect of any shares of any class of equity of or beneficial interest in such Person; and


 


(d)
any payment, loan or advance by such Person to, or any other Investment by such Person in, the holder of any shares of any class
of capital stock of or equity or interest in such Person or any affiliate of such holder;


 


provided, however,
that the term “Distribution” shall not include (i) payment in the ordinary course of business in respect of (A)
reasonable compensation paid to employees, officers and directors permitted hereunder, (B) advances to employees for
travel expenses, drawing accounts and similar expenditures, (C) rent paid to or account payables for services rendered or
goods sold by non-affiliates, or (D) intercompany accounts payable and real property leases to non-affiliates, (ii) so long
as no Event of Default exists or would result therefrom, the Borrower may declare and make dividend payments or other
distributions payable solely in its equity securities, and (iii) so long as no Event of Default exists or would result
therefrom, the Borrower may redeem its equity interests from employees, officers or directors of the Borrower upon the death
or separation from employment or departure therefrom, or in connection with any employee option plan.


 


“E-compass”
means E-compass Acquisition Corp., a Cayman Islands exempted company.


 


“EBITDA”
means, for any period, an amount determined for the Loan Parties on a consolidated basis equal to (i) the net income for
such period, plus (ii) to the extent deducted in determining the Loan Parties’ net income (and without
duplication), (a) interest expense, (b) income tax expense, (c) depreciation and amortization for such period, (d) any other
non-recurring non-cash charges or non-cash losses, and (e) any other non-cash expenses approved by the Lender.


 


“Effective
Date Accounts” means, collectively, the bank accounts listed on Schedule 5.6 (other than payroll accounts
and lottery accounts); and “Effective Date Account” means any one of them.


 


“Effective
Date Certificate” means the Effective Date Certificate substantially in the form of Exhibit D.


 


“Effective
Date Leases” means, collectively, the leased premises listed on Schedule 5.13(e); and “Effective
Date Lease” means any one of them.


“Escrow
Account” means the “Escrow Account” as defined in the Escrow Agreement. “Escrow Agent”
means Loeb & Loeb LLP.


 


“Escrow
Agreement” means the Escrow Agreement, dated as of the Effective Date, among the Borrower, E-compass and the Escrow
Agent, in form and substance reasonably satisfactory to the Lender.


 


“Event
of Default” means each of the events set forth in Section 8.3 hereof.


 






    	 	- 43 -	 



     


    

 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest pursuant to the Loan Documents
to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act
or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of
any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act at the time the guarantee of such Guarantor or the grant of such security interest would
otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute
an “eligible contract participant” at such time.


 


“Excluded
Taxes” means (i) any income or franchise tax (including branch profits or similar taxes) imposed on or measured
by the taxable income of the Lender or any other recipient of a payment hereunder or under any of the Loan Documents pursuant
to the laws of the United States; the jurisdiction in which the Lender (or such recipient) is organized, the jurisdiction in which
the principal office or applicable lending office of the Lender (or such recipient) is located; or which is imposed by any jurisdiction
as a result of any present, former or future connection with the Lender or such recipient (other than a connection resulting from
or attributable to the Lender or such recipient having executed or performed its obligations or received a payment hereunder);
(ii) any withholding tax to the extent that such withholding tax would have been imposed on the relevant payment to the Lender
or such recipient under the laws and treaties in effect at the time the Lender or such recipient first became a party to this
Agreement or otherwise became entitled to any rights hereunder; or (iii) any withholding tax imposed under Code Sections 1471-1474.


 


“Existing
Indebtedness” means (i) Indebtedness and other obligations outstanding under that certain Loan Agreement, dated
July 2, 2015, between Bank of America, N.A. and Strong America Limited being repaid in full and terminated on the Effective Date,
and (ii) all other Indebtedness of the Borrower other than the Indebtedness permitted to be incurred pursuant to Section 6.2.


 


“Fiscal
Quarter” means a fiscal quarter of any Fiscal Year.


 


“Fixed
Charge Coverage Ratio” means, as of the last day of any trailing twelve (12) month period then ended, the ratio
of (i) EBITDA for such period to (ii) Fixed Charges for such period.


 


“Fixed
Charges” means, for any period, the amounts determined for the Loan Parties on a consolidated basis equal to the
sum (without duplication) of all regularly scheduled payments of principal on debt and interest expense thereon for such period,
unfunded capital expenditures, distributions and taxes, in each case for such period.


 


“GAAP”
means generally accepted accounting principles as defined by the United States Financial Accounting Standards Board as from time
to time in effect, applied on a basis consistent with the financial statements of the applicable Person for its last Fiscal Year.


 






    	 	- 44 -	 



     


    

 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantor”
means any Person executing any guaranty hereunder or under any Loan Document and “Guarantors” shall mean all of the
foregoing Persons.


 


“Guaranty”
means with respect to the Borrower (or other specified Person):


 


(a)
any guaranty by the Borrower of the payment or performance of, or any contingent obligation by the Borrower in respect of, any
Indebtedness or other obligation of any other Person;


 


(b)
any other arrangement whereby credit is extended to a Person on the basis of any promise or undertaking of the Borrower (including
any “comfort letter” or “keep well agreement” written by the Borrower to a creditor or prospective creditor
of such Person) to (i) pay the Indebtedness of such Person, (ii) purchase an obligation owed by such Person, (iii) pay for the
purchase or lease of assets or services regardless of the actual delivery thereof or (iv) maintain the capital, working capital,
solvency or general financial condition of such Person, in each case whether or not such arrangement is disclosed in the balance
sheet of the Borrower or referred to in a footnote thereto;


 


(c)
any liability of the Borrower as a general partner of a partnership in respect of Indebtedness or other obligations of such partnership;


 


(d)
any liability of the Borrower as a joint venturer of a joint venture in respect of Indebtedness or other obligations of such joint
venture; and


 


(e)
reimbursement obligations of the Borrower with respect to letters of credit, surety bonds and other financial guarantees in support
of a primary obligation of another Person;


 


provided,
however, that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business and product warranties given in the ordinary course of business. The outstanding amount of any Guaranty obligation
shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum
amount for which such Person may be liable under such Guaranty obligation.


 


“Guaranty
Agreement” means the Guaranty Agreement substantially in the form of Exhibit E.


 


“iFresh”
means iFresh Inc., a Delaware corporation and a wholly-owned Subsidiary of E-compass.


 






    	 	- 45 -	 



     


    

 


“Indebtedness”
means, with respect to any Person as of a given date, without duplication, (a) all indebtedness of such Person for borrowed money,
(b) all indebtedness evidenced by bonds, debentures, notes or similar instruments, (c) all Capitalized Lease Obligations, (d)
all obligations of such Person to pay the deferred purchase price of property or services (excluding (i) trade accounts payable
not past due by more than sixty (60) days or such longer time consistent with past practices and (ii) accrued expenses, in each
case, incurred in the ordinary course of business), (e) all indebtedness secured by a Lien on the property of such Person, whether
or not such indebtedness shall have been assumed by such Person (with the amount thereof being measured as the fair market value
of such property), (f) all obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn), banker’s
acceptances and surety bonds issued for the account of such Person (including Letters of Credit), (g) all hedging obligations
of such Person, (h) all Guaranties and endorsements in respect of Indebtedness of others, (i) mandatory redemption, repurchase
or dividend obligations with respect to capital stock (or other evidence of beneficial interest valued at, in the case of redeemable
preferred equity interests, the greater of the voluntary liquidation preference and the involuntary liquidation preference of
such equity interests plus accrued and unpaid dividends (other than any payment made solely with equity interests of such Person)
and (j) all indebtedness of any partnership of which such Person is a general partner, unless expressly made non-recourse to such
Person.


 


“Indemnified
Taxes” means any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever
nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof, but excluding
Excluded Taxes.


 


“Interest
Payment Date” means the first day of each calendar month, commencing on the first such date to occur after the Effective
Date and the final maturity date of such Loan.


 


“Investment”
means, with respect to any Person:


 


(a)
any share of capital stock, evidence of Indebtedness or other security issued by any other Person;


 


(b)
any loan, advance or extension of credit to (other than credit extensions to Account debtors in the ordinary course of business),
or contribution to the capital of, any other Person;


 


(c)
any acquisition of all or any part of the business of any other Person or the assets comprising such business or part thereof;
or


 


(d)
any other similar investment.


 


“Landlord
Waiver and Consent Agreement” means the Landlord Waiver and Consent Agreement substantially in the form of Exhibit
F.


 


“Legal
Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official
interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.


 


“Letter
of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit,
or a performance or financial standby letter of credit.


 






    	 	- 46 -	 



     


    

 


“LIBOR
Loans” mean Advances and Term Loans the rate of interest applicable to which is based upon the LIBOR Pricing Option
Adjusted LIBOR Rate.


 


“Lien”
means with respect to any Person:


 


(a)
any encumbrance, mortgage, pledge, lien, charge or security interest of any kind upon any property or assets of such Person, whether
now owned or hereafter acquired, or upon the income or profits therefrom;


 


(b)
any arrangement or agreement which prohibits such Person from creating encumbrances, mortgages, pledges, liens, charges or security
interests;


 


(c)
the acquisition of, or the agreement to acquire, any property or asset upon conditional sale or subject to any other title retention
agreement, device or arrangement (including a capitalized lease); or


 


(d)
the assignment, pledge or transfer for security of any Accounts, general intangibles or chattel paper of such Person, with or
without recourse.


 


“Loan
Accounts” means, collectively, the Revolving Loan Account, the Effective Date Term Loan Account and the Delayed
Draw Term Loan Account.


 


“Loan
Documents” includes this Agreement, the Revolving Note, the Effective Date Term Note, the Delayed Draw Term Note,
the Security Agreement, the Pledge Agreement, the Guaranty Agreement, the Secured Hedge Agreement and any other present or future
agreement evidencing, securing, guaranteeing or otherwise relating to any or all of the Obligations or which is stated to be a
Loan Document as defined in this Agreement, each as from time to time amended, restated, supplemented or otherwise modified from
time to time, and all statements, reports, certificates or instruments delivered to the Lender by or on behalf of the Borrower,
any Guarantor, if any, or any other Person in connection herewith or therewith.


 


“Loan
Party” means, collectively, the Borrower and the Guarantors.


 


“Material
Adverse Effect” means an effect on the Loan Parties, taken as a whole, which could materially and adversely affect
the business, assets or condition, financial or otherwise, or the results of operations, of the Loan Parties on a consolidated
basis, or the ability of the Loan Parties to meet their obligations under the Loan Documents (or similar instruments), or the
validity or enforceability of any of the Loan Documents (or similar instruments) or the rights or remedies of the Lender thereunder.


 


“Notes”
means, collectively, the Revolving Note, the Effective Date Term Note and the Delayed Draw Term Note.


 


“Obligations”
means all of the following: (a) the payment and performance of all covenants and agreements contained in this Agreement, as from
time to time amended, restated, supplemented or otherwise modified from time to time and in effect; (b) the payment and performance
of all covenants and agreements contained in the Notes, and all renewals, amendments, restatements, modifications, consolidations,
replacements, increases and extension thereof; (c) the payment and performance of all covenants and agreements contained in the
Secured Hedge Agreement, as from time to time amended, restated, supplemented or otherwise modified from time to time and in effect;
and (d) the payment and performance of all covenants and agreements contained in each of the other Loan Documents; provided
that for the avoidance of doubt, the “Obligations” shall not include any Excluded Swap Obligations.


 






    	 	- 47 -	 



     


    

 


“Option
Closing” means the “Closing” as defined in the Option Agreement.


 


“Option
Agreement” means that certain Option Agreement to be entered into by and among iFresh, Long Deng and each of the
Option Companies.


 


“Option
Companies” means New York Mart, Inc., a New York corporation, Pacific Supermarket Inc., a New York corporation,
New York Mart MD, Inc., a Maryland corporation, and New York Mart N. Miami Inc., a Florida corporation.


 


“Patriot
Act” means each of the events set forth in Section 11.13 hereof.


 


“Permitted
Acquisition” means any acquisition by the Borrower or any of its Subsidiaries which is a Loan Party, whether by
purchase, merger or otherwise, of all or substantially all of the assets of, all of the equity interests of, any Person organized
under the laws of the United States, any State thereof or the District of Columbia, that satisfies each of the following conditions:


 


(a)
immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or
would result therefrom;


 


(b)
all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws
and in conformity with all applicable governmental authorizations;


 


(c)
in the case of the acquisition of all or substantially all of the assets of a Person, all such assets shall be owned 100% by the
Borrower or any of its direct or indirect Subsidiaries which is a Loan Party, and such Loan Party shall have taken all actions
to subject such assets to the first priority Lien of the Lender, in accordance with the terms and conditions hereof and of the
other Loan Documents;


 


(d)
in the case of the acquisition of equity interests, all of the equity interests issued by such Person shall be owned 100% by the
Borrower or any of its direct or indirect Subsidiaries which is a Loan Party, and such Loan Party shall have taken, as of the
date such Person becomes a Subsidiary of the Borrower, each of the actions set forth in Section 5.10;


 


(e)
on a pro forma basis, after giving effect to such acquisition and any financing thereof, (i) the Borrower shall be in compliance
with the financial covenants set forth in Section 7.1 and (ii) the Senior Funded Debt to EBITDA Ratio does not exceed 3.00
to 1.00;


 


(f)
(i) the consideration for such acquisition does not exceed $5,000,000, and (ii) consideration for all other Permitted Acquisitions
made from the Effective Date to the date of determination, does not exceed $15,000,000 in the aggregate;


 






    	 	- 48 -	 



     


    

 


(g)
immediately prior to giving effect to the acquisition of the subject Person, such Person shall have positive EBITDA, as determined
based upon such Person’s financial statements for its most recently completed fiscal year and its most recent interim financial
period completed within forty-five (45) days prior to the date of consummation of such acquisition;


 


(h)
any Person or assets as acquired in accordance herewith shall be in the same business or lines of business in which the Borrower
and/or its Subsidiaries are engaged as of the Effective Date, or a similar or related business;


 


(i)
such acquisition shall be consensual and shall have been approved by the subject Person’s board of directors (or the functional
equivalent thereof) or the requisite holders of the equity interests thereof;


 


(j)
the Borrower shall have delivered to the Lender at least ten (10) Business Days prior to the date on which any such acquisition
is to be consummated, (i) a due diligence package reasonably satisfactory to the Lender (including drafts of acquisition documents,
together with related disclosure schedules, a summary description of such acquisition, all insurance policies (if applicable),
any environmental reports (if applicable) prepared by, or on behalf of, the target, (ii) updated projections determined on a pro
forma basis giving effect to such acquisition, and (iii) upon request by the Lender, in its sole discretion, a quality of earnings
report from a third party firm reasonably acceptable to the Lender; and


 


(k)
on or prior to the closing date for such acquisition, the Borrower shall have delivered to the Lender (i) a pro forma compliance
certificate evidencing compliance with clause (e) above, together with all relevant financial information with respect to such
acquired assets, and (ii) a certificate of a Certifying Officer of the Borrower, in form and substance reasonably satisfactory
to the Lender, certifying that all of the requirements set forth in clauses (a) - (j) have been satisfied or will be satisfied
on or prior to the consummation of such acquisition.


 


“Permitted
Investment” means (i) advances and prepayments to suppliers who are not affiliates for property leased, goods furnished
and services rendered in the ordinary course of business, (ii) reasonable advances to employees for travel expenses, drawing accounts
and similar expenditures, (iii) stock or other securities or property acquired in connection with the satisfaction or enforcement
of Indebtedness or claims due or owing to the Borrower or any of its Subsidiaries, or as security for any such Indebtedness or
claim, and (iv) the purchase of any Cash Equivalents.


 


“Person”
means an individual person, corporation, company, association, partnership, joint venture, trust, business trust, trustee, organization,
business, or government or any governmental agency or political subdivision thereof.


 


“Pledge
Agreement” means the Pledge Agreement substantially in the form of Exhibit G.


 


“Redomestication
Merger” means the “Redomestication Merger” as defined in the SPAC Merger Agreement.


 






    	 	- 49 -	 



     


    

 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating,
organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in
the foregoing clauses (a) or (b).


 


“Sanctions”
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State.


 


“Secured
Hedge Agreement” shall mean any hedge agreement that is entered into by and between the Borrower and the Lender.


 


“Security
Agreement” means the Security Agreement substantially in the form of Exhibit H.


 


“Senior
Funded Debt” means Total Funded Debt, less any subordinated indebtedness of the Loan Parties approved by
the Lender.


 


“Senior
Funded Debt to EBITDA Ratio” means, as of the last day of any trailing twelve (12) month period then ended, the
ratio of (a) Senior Funded Debt at such time to (b) EBITDA for such period.


 


“SPAC
Certificate of Merger” means the “Certificate of Merger” as defined in the SPAC Merger Agreement.


 


“SPAC
Merger” means the “Merger” as defined in the SPAC Merger Agreement.


 


“SPAC
Merger Agreement” means that certain Merger Agreement, dated July 25, 2016, by and among E-compass, iFresh, SPAC
Merger Sub, the Borrower, the stockholders of the Borrower and Long Deng, as the stockholder’s representative.


 


“SPAC
Merger Documents” means, collectively, the SPAC Merger Agreement and all agreements, documents and instruments,
including any escrow agreement, executed and/or delivered pursuant thereto or in connection therewith (other than the Loan Documents).


 


“SPAC
Merger Sub” means iFresh Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of iFresh.


 


“SPAC
Transactions” means the Redomestication Merger, the SPAC Merger and the other transactions consummated (or to be
consummated) pursuant to the SPAC Merger Documents.


 


“Stated
Rate” means the rate of interest as set forth herein with respect to the Indebtedness evidenced by the Revolving
Loan Account, the Effective Date Term Loan Account and the Delayed Draw Term Loan Account, as applicable.


 






    	 	- 50 -	 



     


    

 


“Subsidiary”
shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or
other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only
by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
limited liability company, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries,
or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries”
in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Swap
Obligation” means, with respect to any Person, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Term
Loans” means, collectively, the Effective Date Term Loan and the Delayed Draw Term Loan.


 


“Total
Funded Debt” means the sum without duplication for the Loan Parties of (i) all indebtedness for borrowed money,
whether maturing in less than or more than one year, plus (ii) all bonds, notes, debentures or similar debt instruments,
plus (iii) all capitalized lease obligations, plus (iv) the present value of all basic rental obligations under
any synthetic lease.


 


“U2”
means New York Mart Ave U 2nd Inc., a New York corporation.


 


“Uniform
Commercial Code” or “UCC” shall mean the Uniform Commercial Code as enacted in New York
and from time to time amended and in effect.


 


10.
CONFIDENTIALITY.


 


10.1
Receipt of Information. In connection with the transactions contemplated by this Agreement and the other Loan Documents,
the Lender has received information (the “Information”) from the Borrower or iFresh concerning the business
and operations of the Loan Parties or iFresh, including its financial condition, which is non-public, confidential or proprietary
in nature.


 


10.2
Non-Disclosure. The Lender agrees that it will not disclose without the prior written consent of the Borrower and iFresh
any Information which has been or will be furnished by the Borrower or iFresh to the Lender and which is designated by the Borrower
or iFresh in writing as confidential; provided, however, that the Lender may disclose any Information:


 


(a)
to its directors, employees, auditors or counsel (collectively “representatives”) to whom it is necessary to show
the Information in connection with the existence of this Agreement and the Loan Documents and the transactions contemplated herein,
each of which shall be informed by such Person of the confidential nature of the Information;


 


(b)
in any statement or testimony pursuant to a subpoena or order by any court, governmental body or other agency asserting
jurisdiction over such Person, or as may otherwise be required by law (provided that such Person shall give the
Borrower and iFresh as soon as possible prior written notice of the disclosure permitted by this clause (b) unless such
notice is prohibited by such subpoena, order or law);


 






    	 	- 51 -	 



     


    

 


(c)
to any Governmental Authority having jurisdiction over such Person upon its demand; and


 


(d)
to any participant or proposed participant in or assignee or proposed assignee of all or any part of such Person’s interests
herein, each of which shall be informed by such Person of the confidential nature of the Information, shall have been approved
by the Borrower and iFresh, such approval not to be unreasonably withheld, and shall have executed and delivered to the Borrower
and iFresh a confidentiality agreement containing substantially the same terms as this Section (with appropriate changes to reflect
the parties and Information involved and excluding this paragraph (d)).


 


10.3
Public Information. The restrictions contained in this Section shall not apply to Information which (a) is or becomes
generally available to the public other than as a result of a disclosure by the Lender or its representatives; or (b) becomes
available to any such Person on a non-confidential basis from a source other than the Borrower or one of its agents; or (c) was
known to any such Person on a non-confidential basis prior to its disclosure to such Person by the Borrower or one of its agents,
provided, that in the case of subsections (b) and (c) hereof, such restrictions shall continue to apply if such Person
knows that such Information was disclosed to it by a party in breach of a similar confidentiality agreement.


 


10.4
Terms of Loan Documents. The Borrower covenants and agrees to keep the terms of this Agreement and the other Loan Documents
confidential and agrees not to disclose the same to any Person (other than its representatives and iFresh) without the prior written
consent of the Lender provided that the Borrower and iFresh shall have the right to (i) describe the terms hereof to the
extent required by its auditors so to do in its financial statements and distribute its financial statements to third Persons
in the ordinary course of its business and (ii) disclose the same under the same circumstances and to the same Persons as are
set forth in subparagraphs 10.3(a) through (c) above.


 


11.
GENERAL.


 


11.1
Lender’s Expenses.


 


(a)
Any and all costs and expenses incurred by the Lender in connection with (i) making, performing, protecting or collecting the
Obligations including, without limitation, the preparation, negotiation, execution, delivery and administration of this Agreement
and the other Loan Documents, including any modification, waiver or amendment thereof, (ii) the Indebtedness evidenced by the
Loan Accounts, (iii) any Guaranty of any Guarantor, and (iv) the Lender’s exercise of the rights, remedies and elections
provided in this Agreement and the Loan Documents, including, without limitation, reasonable attorneys’ fees, shall be paid
by the Borrower on the demand of the Lender.


 






    	 	- 52 -	 



     


    

 


(b)
If the Lender is made a party defendant to any litigation concerning this Agreement or any other Loan Document, other than
as a result of litigation brought by the Borrower, then the Borrower shall indemnify, defend and hold the Lender harmless
from and against all claims, liabilities, judgments, costs and expenses by reason of said litigation, including reasonable
attorneys’ fees and expenses incurred by the Lender in any such litigation, whether or not any such litigation is
prosecuted to judgment; provided, however, that the Borrower shall not have any obligation to the Lender hereunder
with respect to any matter finally adjudged by a court of competent jurisdiction to have been directly caused by or primarily
resulting from the willful misconduct or gross negligence of the Lender. If the Lender commences an action to enforce any of
the terms of this Agreement or any of the Loan Documents or any Guarantor under or because of the breach by the Borrower or
any Guarantor of any of the terms hereof or thereof, or for the recovery of all or any portion of the Obligations, the
Borrower shall pay to the Lender all costs and expenses of such action, including reasonable attorneys’ fees, and the
right to such expenses and attorneys’ fees shall be deemed to have accrued on the commencement of such action, and
shall be enforceable whether or not such action is prosecuted to judgment.


 


(c)
All amounts due to the Lender pursuant to this Section, if not paid within ten (10) Business Days after written request,
shall accrue and bear interest at the Default Rate until paid.


 


11.2
Defeasance. When all Obligations have been indefeasibly paid and performed in full (other than contingent indemnification
obligations for which no claim has been asserted) and no further obligation on the part of the Borrower shall exist and the obligation
of the Lender to make Advances and the Delayed Draw Term Loan has been irrevocably terminated, this Agreement shall cease and
terminate, and thereupon on the Borrower’s written request and at the Borrower’s cost and expense, the Lender shall
execute proper instruments, acknowledging satisfaction of and discharging this Agreement and each other Loan Document and the
Lender shall return any assets of the Borrower in the possession of the Lender as security for the Obligations.


 


11.3
Other Representations and Warranties. All statements contained in any loan application, report, certificate or other
instrument or document delivered by or on behalf of the Borrower or any Affiliate or any Guarantor to the Lender or the Lender’s
representatives in connection herewith shall constitute representations and warranties made by the Borrower hereunder.


 


11.4
Survival. All covenants, agreements, representations and warranties made herein or in any other Loan Document and in
certificates delivered pursuant hereto or thereto shall be deemed to have been material and relied upon by the Lender, notwithstanding
any investigation made by the Lender or on the Lender’s behalf, and shall survive the execution and delivery to the Lender
hereof and thereof.


 


11.5
Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall
be effective when mailed, postage prepaid, by registered or certified mail (return receipt requested), or when delivered to Federal
Express or other overnight courier, delivery charges prepaid, addressed in the case of the Borrower to it at 2-39 54th Ave., Long
Island City, NY 11101, Attention: Long Deng, and in the case of the Lender to it at 660 White Plains Road, 2nd Floor, Tarrytown,
NY 10591, Attention: John J. Sullivan with a copy to Nixon Peabody LLP, 437 Madison Avenue, New York, NY 10022, Attention: Alex
Yim, Esq., or to such other address as either party may from time to time specify by like notice.


 






    	 	- 53 -	 



     


    

 


11.6
Amendments. This Agreement may not be waived, changed or discharged orally, but only by an agreement in writing and
signed by the parties hereto, and any oral waiver, change or discharge of any provision of this Agreement shall be without authority
and of no force and effect.


 


11.7
Successors and Assigns. The covenants, representations, warranties and agreements herein set forth shall be binding
upon the Borrower, its successors and assigns and shall inure to the benefit of the Lender, its successors and permitted assigns.
The purchaser, assignee, transferee or pledgee of any of the Obligations shall forthwith become vested with and entitled to exercise
all the powers and rights given by this Agreement and the other Loan Documents to the Lender, as if said purchaser, assignee,
transferee or pledgee were originally named herein. The Lender reserves the right to sell a participation interest in the Loan
Documents to one or more third parties. The prior written consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment or transfer of any of the Lender’s rights hereunder or any other Loan Document
(other than to a purchaser, assignee, transferee or pledgee in connection with any business combination, sale transaction or other
change of ownership of the Lender or any affiliate of the Lender), unless an Event of Default has occurred and is continuing at
the time of such assignment; provided, that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof.


 


11.8
Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New
York without regard to choice of law principles.


 


11.9 Litigation.
Any action or suit in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or
thereby may be brought in a court of record in New York, the parties hereto irrevocably submitting and consenting to the
non-exclusive jurisdiction of each thereof, and each party irrevocably waives, to the fullest extent it may effectively do so
under applicable law, any objection it may have or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and claim that the same has been brought in an inconvenient forum. Service of process
may be made on the other party by mailing a copy of the summons to such party, by registered mail, at its address to be used
for the giving of notices under this Agreement or any other Loan Document. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, THE BORROWER
AND THE LENDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE THAT SUCH LITIGATION
SHALL BE DECIDED BY COURT TRIAL AND THAT THE BORROWER OR THE LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE FOREGOING WAIVER.


 






    	 	- 54 -	 



     


    

 


11.10
Entire Agreement; Severability. This Agreement, any Schedules or Exhibits hereto and any riders or other attachments
and the other Loan Documents constitute the entire agreement between the parties with respect to the subject matter hereof. No
course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify
the terms of the foregoing documents. If at any time one or more provisions of this Agreement or any other Loan Document, any
amendment or supplement thereto or any related writing is or becomes invalid, illegal or unenforceable in whole or in part in
any jurisdiction, the validity, legality and enforceability of such provision in any other jurisdiction or of the remaining provisions
shall not in any way be affected or impaired thereby.


 


11.11
Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and
by the different parties hereto on separate counterparts, each of which when so executed shall be deemed an original, but all
such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed
counterpart of this Agreement.


 


11.12
Headings. The headings to Sections appearing in this Agreement and in any Loan Document have been inserted for the
purpose of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope
or intent of the Sections to which they appertain.


 


11.13
USA PATRIOT Act. The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and
other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.


 


[Signature
Page to Follow]


 






    	 	- 55 -	 



     


    

 


IN
WITNESS WHEREOF, these presents have been executed under seal as of the day and year first above written.


 


	WITNESS:	BORROWER:
	 	 
	 	NYM HOLDING, INC.
	 	 	 
	 	By:	/s/ Mei Deng
	 	Name: 	Mei Deng
	 	Title: 	Authorized Signatory
	 	 	 
	 	LENDER:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ John J. Sullivan
	 	Name: 	John J. Sullivan
	 	Title: 	Senior Vice President




 


 


 


[Signature page
to Credit Agreement]


 






     

     


    

 


LIST
OF SCHEDULES AND EXHIBITS


 


	Schedules	 
	 	 
	Schedule 4.1	Equity Interests
    and Ownership
	Schedule 4.3	Legal Proceedings
	Schedule 5.6	Bank Accounts
	Schedule 5.13(e)	Effective Date Leases
	Schedule 6.2	Certain Indebtedness
	 	 
	Exhibits	 
	 	 
	Exhibit A-1	Form of Revolving
    Note
	Exhibit A-2	Form of Effective
    Date Term Note
	Exhibit A-3	Form of Delayed
    Draw Term Note
	Exhibit B	[Reserved]
	Exhibit C	Form of Compliance
    Certificate
	Exhibit D	Form of Effective
    Date Certificate
	Exhibit E	Form of Guaranty
    Agreement
	Exhibit F	Form of Landlord
    Waiver and Consent Agreement
	Exhibit G	Form of Pledge Agreement
	Exhibit H	Form of Security
    Agreement


 






     

     


    

 


SCHEDULE
4.1


 


Equity
Interests and Ownership


 


	Loan Party	 	Jurisdiction of 
 Organization	 	Owner(s)	 	Ownership %	 
	NYM Holding, Inc.	 	Delaware	 	Long Deng	 	 	88.960	%
	 	 	 	 	Cloud Best Limited	 	 	4.00	%
	 	 	 	 	Faming Lin	 	 	1.72	%
	 	 	 	 	Haiquan Chen	 	 	1.12	%
	 	 	 	 	Shengbao Zhang	 	 	1.12	%
	 	 	 	 	Shunwah Gee	 	 	1.12	%
	 	 	 	 	Yongguang Li	 	 	0.60	%
	 	 	 	 	Tongrui Huang	 	 	0.56	%
	 	 	 	 	Xin Wu	 	 	0.16	%
	 	 	 	 	Mei Deng	 	 	0.16	%
	 	 	 	 	Mingzhe Zhang	 	 	0.16	%
	 	 	 	 	Yi Fei Ling	 	 	0.08	%
	 	 	 	 	Xiaodan Wu	 	 	0.08	%
	 	 	 	 	Sheng Feng Song	 	 	0.06	%
	 	 	 	 	Shizhen Wu	 	 	0.06	%
	 	 	 	 	Shunyu She	 	 	0.03	%
	New York Mart 8 Ave, Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	New York Mart Ave U 2nd Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	New York Mart East Broadway Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	New York Supermarket East Broadway Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	New York Mart Group Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	Ming’s Supermarket, Inc.	 	Massachusetts	 	NYM Holding, Inc.	 	 	100	%
	New York Mart Mott St., Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	New York Mart Roosevelt, Inc.	 	New York	 	NYM Holding, Inc.	 	 	100	%
	New York Mart Sunrise, Inc.	 	Florida	 	NYM Holding, Inc.	 	 	100	%
	Zen Mkt Quincy, Inc.	 	Massachusetts	 	NYM Holding, Inc.	 	 	100	%
	Strong America Limited	 	New York	 	NYM Holding, Inc.	 	 	100	%





 






     

     


    

 


SCHEDULE
4.3


 


Legal
Proceedings


 


None.


 






     

     


    

 


SCHEDULE
5.6


 


Bank
Accounts


 


	Name and Address

of Depositary Bank	 	Account Number	 	Account Type	 	Account Holder
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY 

11101
	 	433-2619894	 	Main Checking	 	New York Mart 8 Ave, Inc.
	
        TD Bank

        21-31 46th Ave,

 Long Island City, NY 

11102
	 	433-2618416	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave,

 Long Island City, NY 

11103
	 	433-2620156	 	Lottery	 	 
	
        TD Bank

        1602 Avenue U, 

Brooklyn, NY 11229
	 	4311107688	 	Main Checking	 	New York Mart Ave U 2nd Inc.
	N/A	 	N/A	 	N/A	 	New York Mart East Broadway Inc.
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11106
	 	4332620049	 	Main Checking	 	
        New York

        Supermarket East Broadway Inc.

	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11107
	 	4332618458	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11108
	 	4332618276	 	Lottery	 	 




 






     

     


    

 


	Name and Address 

of Depositary Bank	 	Account Number	 	Account Type	 	Account Holder
	
        TD Bank

        21-31 46th Ave,

 Long Island City, NY

 11109
	 	4332617187	 	Main Checking	 	New York Mart Group Inc
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11110
	 	4332620198	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11111
	 	4332620205	 	Online	 	 
	
        TD Bank

        21-31 46th Ave,

 Long Island City, NY

 11112
	 	4332619878	 	Main Checking	 	Ming’s Supermarket, Inc.
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11113
	 	4332620106	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11114
	 	4332620114	 	Lottery	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11115
	 	4332620057	 	Main Checking	 	New York Mart Mott St., Inc.
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11116
	 	4332617822	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11117
	 	4332618507	 	Lottery	 	 




 






     

     


    

 


	Name and Address 

of Depositary Bank	 	Account Number	 	Account Type	 	Account Holder
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11118
	 	4332617848	 	Main Checking	 	New York Mart Roosevelt, Inc.
	
        TD Bank

        21-31 46th Ave,

 Long Island City, NY

 11119
	 	4442620164	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11120
	 	4332620172	 	Lottery	 	 
	
        TD Bank

        7345 W Oakland 

Park Boulevard, Fort 

Lauderdale FL 33319
	 	4331092744	 	Main Checking	 	New York Mart Sunrise, Inc.
	
        TD Bank

        1800 N Pine Island 

Road, Plantation, FL 

33322
	 	4273681770	 	Lottery	 	 
	
        Amerasia

        501 NE 167th St, 

Miami, FL 33162
	 	31100607	 	Other	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY 

11120
	 	4332619860	 	Main Checking	 	Zen Mkt Quincy, Inc.
	
        TD Bank

        21-31 46th Ave,

 Long Island City, NY 

11121
	 	4332620099	 	Payroll	 	 
	
        TD Bank

        21-31 46th Ave, 

Long Island City, NY

 11122
	 	4332620081	 	Lottery	 	 
	Bank Of America	 	4830 4358 6030	 	Main Checking	 	Strong America Limited
	ChinaTrust Bank	 	031 600 2893	 	Payroll	 	 




 



     

     


    

 


SCHEDULE
5.13(e)


 


Effective
Date Leases


 


	Name of Loan Party	 	Leased Premises
	Ming’s Supermarket, Inc.	 	1102 Washington St., Boston, MA 02118
	New York Mart 8 Ave, Inc.	 	6023 8th Ave., Brooklyn, NY 11120
	New York Mart East Broadway Inc.	 	75 East Broadway, New York, NY 10002
	New York Mart Roosevelt, Inc.	 	142-41 Roosevelt Ave., Flushing, NY 11354
	New York Mart Sunrise, Inc.	 	10101 Sunset Strip, Sunrise, FL 33322
	Zen Mkt Quincy, Inc.	 	733 Hancock St., Quincy, MA 02170




 






     

     


    

 


SCHEDULE
6.2


 


Certain
Indebtedness


 


	Loan Party	 	Date Of Note	 	Maturity Date of Note	 	Principal amount of Note	 	 	Principal Bal as of 11/2016	 	 	Name of Obligor	 	Are Note Obligations Secured
	New York Mart 8 Ave, Inc.	 	8/8/2013	 	7/8/2018	 	 	28,767	 	 	 	10,245	 	 	NMAC	 	Yes
	New York Mart East Broadway Inc.	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York Supermarket East Broadway Inc.	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York Mart Group Inc	 	1/4/2016	 	1/1/2021	 	 	33,161	 	 	 	28,090	 	 	Koeppel Nissan	 	Yes
	 	 	2/29/2016	 	3/1/2020	 	 	34,826	 	 	 	29,110	 	 	Koeppel Nissan	 	Yes
	 	 	8/20/2014	 	8/1/2017	 	 	4,354	 	 	 	1,151	 	 	Crown	 	Yes
	 	 	6/7/2014	 	7/1/2019	 	 	199,012	 	 	 	116,447	 	 	Volve	 	Yes
	 	 	11/7/2012	 	11/1/2017	 	 	111,113	 	 	 	25,592	 	 	Hitachi Financial Service	 	Yes
	 	 	2/3/2016	 	2/1/2018	 	 	6,993	 	 	 	4,442	 	 	Key Material	 	Yes
	 	 	6/13/2016	 	6/1/2021	 	 	49,455	 	 	 	45,720	 	 	Mercedes Benz	 	Yes
	 	 	5/31/2016	 	6/1/2022	 	 	43,381	 	 	 	40,982	 	 	Koeppel Nissan	 	Yes
	 	 	10/17/2013	 	10/1/2018	 	 	111,113	 	 	 	47,221	 	 	Isuzu Financial of America	 	Yes
	 	 	2/20/2013	 	2/1/2016	 	 	29,621	 	 	 	1,045	 	 	Isuzu Financial of America	 	Yes
	Ming’s Supermarket, Inc.	 	4/9/2014	 	4/1/2019	 	 	23,392	 	 	 	14,206	 	 	Toyota Financial Service	 	Yes
	 	 	2/19/2016	 	1/1/2021	 	 	32,965	 	 	 	28,333	 	 	Bank of America	 	Yes
	 	 	5/24/2014	 	4/24/2019	 	 	30,921	 	 	 	14,945	 	 	Toyota Financial Service	 	Yes
	 	 	1/17/2012	 	12/1/2016	 	 	29,621	 	 	 	1,045	 	 	Wells Fargo Equipment Finance	 	Yes
	New York Mart Mott St., Inc.	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York Mart Roosevelt, Inc.	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New York Mart Sunrise, Inc.	 	9/18/2014	 	9/18/2019	 	 	106,640	 	 	 	64,920	 	 	Hitachi Capital America Corp.	 	Yes
	 	 	1/14/2016	 	1/28/2021	 	 	48,191	 	 	 	40,827	 	 	Southeast Toyota Finance	 	Yes
	Zen Mkt Quincy, Inc.	 	1/21/2014	 	1/1/2019	 	 	29,621	 	 	 	13,148	 	 	HYG Finance Service	 	Yes
	 	 	1/4/2015	 	2/1/2020	 	 	35,648	 	 	 	24,902	 	 	Ally	 	Yes
	Strong America Limited	 	3/28/2013	 	3/28/2018	 	 	105,492	 	 	 	31,875	 	 	Hitachi Capital America Corp.	 	Yes
	 	 	3/10/2014	 	3/10/2019	 	 	109,629	 	 	 	55,921	 	 	Toyota Financial Service	 	Yes
	 	 	7/21/2012	 	7/22/2017	 	 	48,787	 	 	 	6,632	 	 	Toyota Financial Service	 	Yes
	 	 	3/26/2013	 	3/1/2018	 	 	67,938	 	 	 	19,579	 	 	Wells Fargo Equipment Finance	 	Yes
	 	 	10/9/2014	 	9/9/2017	 	 	10,888	 	 	 	3,157	 	 	NMAC	 	Yes





 






     

     


    

 


EXHIBIT
A-1


 


Revolving
Note


 


[Attached
on the following page.]


 






     

     


    

 


REVOLVING
NOTE


 


$5,000,000.00


 


New
York, New York


 


December
23, 2016


 


FOR
VALUE RECEIVED, the undersigned hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION or its registered
assigns (the “Lender”), in lawful money of the United States of America in immediately available funds,
at 660 White Plains Road, 2nd Floor, Tarrytown, NY 10591, the principal amount of all unpaid and outstanding Advances with respect
to the Revolving Loans (as such term and each other capitalized term used herein are defined in the Agreement hereinafter referred
to) with interest on the unpaid principal balance hereof from time to time outstanding at said office until paid at the rates
and at the times provided in the Agreement.


 


This
Revolving Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”)
is the Revolving Note referred to in the Credit Agreement, dated as of December 23, 2016, between, the undersigned and the Lender
(as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entitled
to the benefits thereof and of the other Loan Documents. This Note is secured by and entitled to the benefits of the Security
Agreement. As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Termination
Date, in whole or in part.


 


Requests
for Advances hereunder may be made in accordance with the terms and conditions of the Agreement. The Lender may enter in its business
records and/or on the grid attached hereto (the “Grid”) the amount of each Advance made hereunder. The
Lender’s records of each such Advance shall, in the absence of manifest error, be conclusively binding upon the Borrower.
In the event the Lender provides confirmation of the terms of any Advance to the Borrower, the Borrower agrees that unless the
Lender receives a written notification of exceptions to such confirmatory statement or notice within three (3) Business Days after
such confirmatory statement or notice is mailed or otherwise provided in writing to the Borrower, the confirmation shall be deemed
an account stated, correct, acceptable and conclusively binding upon the Borrower.


 


In
case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to
be due and payable in the manner and with the effect provided in the Agreement.


 


The
liability of the Borrower shall be unconditional without regard to the liability of any other party and shall not be in any
manner affected by any indulgence whatsoever granted or consented to by the Lender, including, without limitation, any
release of any other party, extension of time, renewal, waiver or other modification. Any forbearance, failure, or delay by
the Lender in exercising any right, power or remedy under this Note or under applicable law shall not be deemed to be a
waiver of such right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude the
further exercise thereof.


 


The
undersigned hereby waives presentment, demand, protest or notice of any kind in connection with this Note.


 


THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES).


 


[Signature
Page to Follow]


 






     

     


    

 


	 	NYM HOLDING, INC.
	 	 	 
	 	By:	                              
	 	Name: 	 
	 	Title:	 




 


 


 


[Signature
Page to Revolver Note]


 



     

     


    

 


GRID


 


	Advance
    No.	 	Date of Advance	 	Principal Advance Amount
	1	 	 	 	 
	2	 	 	 	 
	3	 	 	 	 
	4	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 








     

     


    

 





EXHIBIT A-2


 


Effective Date
Term Note


 


[Attached on the following page.]


 




     

     


    

 


EFFECTIVE DATE TERM NOTE


 


$15,000,000.00


 


New York, New York


 


December 23, 2016


 


FOR VALUE RECEIVED, the undersigned
hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION or its registered assigns (the “Lender”),
in lawful money of the United States of America in immediately available funds, at 660 White Plains Road, 2nd Floor, Tarrytown,
NY 10591, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000.00), or if less, the aggregate principal amount of the Effective
Date Term Loan payable at such times and in such amounts as are specified in the Agreement as defined below.


 


The undersigned also promises to pay interest
in like funds on the unpaid principal amount hereof from time to time outstanding at said office from the date hereof until paid
at the rates and at the times provided in the Agreement.


 


This Effective Date Term Note (as amended,
restated, supplemented or otherwise modified from time to time, this “Note”) is the Effective Date Term
Note referred to in the Credit Agreement, dated as of December 23, 2016, between, the undersigned and the Lender (as amended, restated,
modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof
and of the other Loan Documents (as such term and each other capitalized term used herein are defined in the Agreement hereinafter
referred to). This Note is secured by and entitled to the benefits of the Security Agreement. As provided in the Agreement, this
Note is subject to voluntary prepayment and mandatory repayment prior to the Maturity Date, in whole or in part.


 


In case an Event of Default shall occur
and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with
the effect provided in the Agreement.


 


The liability of the Borrower shall be unconditional without
regard to the liability of any other party and shall not be in any manner affected by any indulgence whatsoever granted or consented
to by the Lender, including, without limitation, any release of any other party, extension of time, renewal, waiver or other modification.
Any forbearance, failure, or delay by the Lender in exercising any right, power or remedy under this Note or under applicable law
shall not be deemed to be a waiver of such right, power or remedy, nor shall any single or partial exercise of any right, power
or remedy preclude the further exercise thereof.


 


The undersigned hereby waives presentment,
demand, protest or notice of any kind in connection with this Note.


 


THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).


 




     

     


    

 


	 	NYM HOLDING, INC.
	 	 	 
	 	By:	                              
	 	Name: 	 
	 	Title:	 


 


 


 


[Signature Page to Effective Date Term Note]


 




     

     


    

 


EXHIBIT
A-3


 


Delayed Draw Term Note


 


[Attached on the following page.]


 




     

     


    

 


DELAYED DRAW TERM NOTE


 


$5,000,000.00


 


New York, New York


 


[______________] [__], 201_


 


FOR VALUE RECEIVED, the undersigned
hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION or its registered assigns (the “Lender”),
in lawful money of the United States of America in immediately available funds, at 660 White Plains Road, 2nd Floor, Tarrytown,
NY 10591, the principal sum of FIVE MILLION DOLLARS ($5,000,000.00), or if less, the aggregate principal amount of the Delayed
Draw Term Loan payable at such times and in such amounts as are specified in the Agreement as defined below.


 


The undersigned also promises to pay interest
in like funds on the unpaid principal amount hereof from time to time outstanding at said office from the date hereof until paid
at the rates and at the times provided in the Agreement.


 


This Delayed Draw Term Note (as amended,
restated, supplemented or otherwise modified from time to time, this “Note”) is the Delayed Draw Term
Note referred to in the Credit Agreement, dated as of December 23, 2016, between, the undersigned and the Lender (as amended, restated,
modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof
and of the other Loan Documents (as such term and each other capitalized term used herein are defined in the Agreement hereinafter
referred to). This Note is secured by and entitled to the benefits of the Security Agreement. As provided in the Agreement, this
Note is subject to voluntary prepayment and mandatory repayment prior to the Delayed Draw Maturity Date, in whole or in part.


 


In case an Event of Default shall occur
and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with
the effect provided in the Agreement.


 


The liability of the Borrower shall be unconditional without
regard to the liability of any other party and shall not be in any manner affected by any indulgence whatsoever granted or consented
to by the Lender, including, without limitation, any release of any other party, extension of time, renewal, waiver or other modification.
Any forbearance, failure, or delay by the Lender in exercising any right, power or remedy under this Note or under applicable law
shall not be deemed to be a waiver of such right, power or remedy, nor shall any single or partial exercise of any right, power
or remedy preclude the further exercise thereof.


 


The undersigned hereby waives presentment,
demand, protest or notice of any kind in connection with this Note.


 


THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).


 





[Signature Page to Follow]


 



     


     


    

 


	 	NYM HOLDING, INC.
	 	 	 
	 	By:	                              
	 	Name: 	 
	 	Title:	 


 


 


 


[Signature Page to Delayed Draw Term Note]


 






     

     


    

 


EXHIBIT C


 


Form of Compliance
Certificate


 


KeyBank National Association 

660 White Plains Road, 2nd Floor 

Tarrytown, NY 10591


Attention: __________________


 


Ladies and Gentlemen:


 


The undersigned is
an authorized officer of NYM HOLDING, INC. (the “Borrower”) and is authorized to make and deliver this
Compliance Certificate pursuant to that certain Credit Agreement dated as of December 23, 2016, between the Borrower and you (as
amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). All terms
used but not defined herein shall have the meanings ascribed to them in the Agreement.


 


Pursuant
to the terms and provisions of the Agreement, the undersigned (in my capacity as the [______] of the Borrower, and not in my
individual capacity), on behalf of the Borrower, hereby certify that:


 


(i) The
representations and warranties contained in Section 4 of the Agreement are true and correct in all material respects on and
as of the date hereof unless such representations and warranties relate to an earlier date, in which case such
representations shall be true and correct in all material respects as of such earlier date.


 


(iii) No Event of Default exists under the
Agreement.


 


(iv) The calculations
of the financial covenants attached hereto have been prepared in accordance and in compliance with the terms and provisions of
the Agreement.


 


(v) No material adverse
change has occurred in the business, assets, condition, financial or otherwise, or results of operations of the Loan Parties (taken
as a whole) since the date of the most recent financial statements delivered to the Lender.


 






     


     


    

 


IN WITNESS WHEREOF, this
certificate has been executed as an instrument under seal as of the date set forth below.


 


(signature page follows)


 


	WITNESS:	BORROWER:
	 	 
	 	NYM HOLDING, INC.
	 	 	 
	 	By:	                              
	 	Name: 	 
	 	Title:	 


 






     


     


    

 


Calculation of
Financial Covenants in Section 7 of the Agreement


 


[See Spreadsheet Attached]


 






     


     


    

 


EXHIBIT D


 


Form of Effective
Date Certificate


 


[Attached on the
following page.]


 






     


     


    

 


EFFECTIVE DATE
CERTIFICATE


 


December 23, 2016


 


Reference is made
to the Credit Agreement, dated as of December 23, 2016 (the “Credit Agreement”), by and among NYM Holding,
Inc., a Delaware corporation (the “Borrower”), and KeyBank National Association (the “Lender”).
Terms which are capitalized herein and not otherwise defined shall have the same meanings as in the Credit Agreement. This Certificate
is being delivered pursuant to Section 3.1(d) of the Credit Agreement.


 


The undersigned,
of the Borrower, does hereby certify, solely in such capacity and not individually, that as of the date hereof:


 


		(a)	The representations
                                         and warranties contained in the Credit Agreement and in each of the other Loan Documents
                                         are true and correct.



 


		(b)	The Senior Funded
                                         Debt to EBITDA Ratio does not exceed 3.00 to 1.00 on a pro forma basis.



 


		(c)	Attached hereto
                                         as Annex A is a true, complete and correct copy of each of the SPAC Merger Documents
                                         and any documents executed in connection therewith, together with copies of each opinion
                                         of counsel, if any, delivered to the parties under the SPAC Merger Documents.



 


		(d)	Attached hereto
                                         as Annex B is a true, complete and correct copy of the Escrow Agreement.



 


		(e)	Each of the conditions
                                         set forth in Sections 3.1 and 3.2 of the Credit Agreement has been satisfied.



 


[Signature Page to Follow]


 





     


     


    

 


IN WITNESS WHEREOF,
the Borrower has caused this Certificate to be duly executed and delivered as of the date first written above.


 


	 	NYM HOLDING, INC.
	 	 	 
	 	By:	                              
	 	Name: 	 
	 	Title:	 


 


 


 


 


[Signature Page to
Effective Date Certificate]


 



     


     


    

 


EXHIBIT A


 


SPAC Merger
Documents


 


[Attached on the
following page.]


 






     


     


    

 


EXHIBIT B


 


Escrow Agreement


 


[Attached on the
following page.]


 



     


     


    

 


EXHIBIT E


 


Form of Guaranty
Agreement


 


[Attached on the
following page.]


 



     


     


    

 


EXECUTION COPY


 


GUARANTY AGREEMENT


 


THIS GUARANTY AGREEMENT
(this “Guaranty”), dated as of December 23, 2016, is entered into by and among the Guarantors identified
as such on the signature page hereof (each, a “Guarantor” and collectively, “Guarantors”),
and KEYBANK NATIONAL ASSOCIATION (the “Lender”).


 


RECITALS:


 


WHEREAS, NYM
Holding, Inc., a Delaware corporation (the “Borrower”), and the Lender are parties to that certain Credit
Agreement dated as of December 23, 2016 (as the same may be amended, restated, modified, supplemented or replaced from time to
time, the “Credit Agreement”), pursuant to which the Lender has agreed to (i) make available to the
Borrower a $5,000,000 revolving credit facility for the making, from time to time, of revolving loans and the issuance, from time
to time, of letters of credit, (ii) make a term loan to the Borrower in an aggregate principal amount of $15,000,000 on the date
hereof, and (iii) make a delayed draw term loan to the Borrower in an aggregate principal amount of up to $5,000,000 on or within
365 days following the date hereof, in each case on the terms and subject to the conditions set forth in the Credit Agreement;
and


 


WHEREAS, each
Guarantor will derive direct and indirect economic benefits from the making of the Loans and other financial accommodations provided
to the Borrower pursuant to the Credit Agreement; and


 


WHEREAS, in
order to induce the Lender to enter into the Credit Agreement and other Loan Documents and to induce the Lender to make the Loans
and to issue Letters of Credit as provided for in the Credit Agreement, each Guarantor has agreed to guarantee payment of the
Obligations;


 


NOW, THEREFORE,
in consideration of the premises and the covenants hereinafter contained, and to induce Lenders to provide the Loans and other
financial accommodations under the Credit Agreement, it is agreed as follows:


 


		1.	DEFINITIONS.



 


Capitalized terms
used herein shall have the meanings assigned to them in the Credit Agreement, unless otherwise defined herein.


 


References herein
to this “Guaranty” shall mean this Guaranty, including all amendments, modifications and supplements and any annexes,
exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such
reference becomes operative.


 






     


     


    

 


		2.	THE
                                         GUARANTY.



 


2.1 Guaranty of Guaranteed Obligations
of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to the Lender and its successors, transferees
and assigns, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations
(hereinafter the “Guaranteed Obligations”). Each Guarantor agrees that this Guaranty is a guaranty of
payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional,
irrespective of, and, to the extent permitted by law, unaffected by:


 


(a)
the genuineness, validity, regularity, enforceability or any future amendment of, or change in any other Loan Document or any
other agreement, document or instrument to which any Loan Party and/or any Guarantor is or may become a party;


 


(b)
the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by the Lender with respect
to any of the provisions thereof (other than with respect to any waiver by the Lender of any Guarantor’s obligations hereunder
pursuant to Section 6.6);


 


(c)
the existence, value or condition of, or failure to perfect the Lender’s Lien against, any Collateral for the Guaranteed
Obligations or any action, or the absence of any action, by the Lender in respect thereof (including, without limitation, the
release of any such security);


 


(d)
the insolvency of any Loan Party;


 


(e)
the Lender's election, in any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the
Bankruptcy Code;


 


(f)
any borrowing or grant of a Lien by any Loan Party of all or part of the Guaranteed Obligations, as debtor-in-possession, under
Section 364 of the Bankruptcy Code;


 


(g)
the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Lender's claims for repayment of the
Guaranteed Obligations;


 


(h)
the Lender's inability to enforce the Guaranteed Obligations as a result of the automatic stay provisions under Section 362 of
the Bankruptcy Code; or


 


(i)
any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor
other than payment and performance in full of the Guaranteed Obligations,


 


it being agreed by each Guarantor that
its obligations under this Guaranty shall not be discharged until the latest to occur of (i) the Termination Date, (ii) the Maturity
Date and (iii) the Delayed Draw Maturity Date; provided, that its obligations may be reinstated as set forth in Section
2.7 hereof. Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed
Obligations. Each Guarantor agrees that any notice or directive given at any time to the Lender which is inconsistent with the
waiver in the immediately preceding sentence shall be null and void and may be ignored by the Lender, and, in addition, may not
be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction
would be at variance with the written terms of this Guaranty, unless the Lender have specifically agreed otherwise in writing.
It is agreed among each Guarantor and the Lender that the foregoing waivers are of the essence of the transaction contemplated
by the Loan Documents and that, but for this Guaranty and such waivers, the Lender would decline to enter into the Credit Agreement.


 



    	 	- 2 -	 



     


    

 


2.2 Demand
by the Lender. In addition to the terms of the Guaranty set forth in Section 2.1 hereof, and in no manner imposing
any limitation on such terms, it is expressly understood and agreed that, if, at any time, the outstanding principal amount of
the Guaranteed Obligations under the Credit Agreement (including all accrued interest thereon) is declared to be immediately due
and payable, then the Guarantors shall, subject to Section 6.10, upon notice of such acceleration, without further demand, pay
to the holders of the Guaranteed Obligations the entire outstanding Guaranteed Obligations due and owing to such holders. Payment
by each Guarantor shall be made to the Lender in immediately available funds to an account designated by the Lender, and shall
be credited and applied to the Guaranteed Obligations.


 


2.3 Enforcement
of Guaranty. In no event shall the Lender have any obligation (although it is entitled, at its option) to proceed against
the Borrower or any other Loan Party or any Collateral pledged to secure the Guaranteed Obligations before seeking satisfaction
from any or all of the Guarantors, and the Lender may proceed, prior or subsequent to, or simultaneously with, the enforcement
of the Lender’s rights hereunder, to exercise any right or remedy which it may have against any Collateral, as a result
of any Lien it may have as security for all or any portion of the Guaranteed Obligations.


 


2.4 Waiver.
In addition to the waivers contained in Section 2.1 hereof, to the extent permitted by law, each Guarantor waives and
agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter
in force, which may delay, prevent or otherwise affect the performance by such Guarantor of its Guaranteed Obligations under,
or the enforcement by the Lender of, this Guaranty. Guarantors hereby waive diligence, presentment and demand (whether for nonpayment
or protest or of acceptance, maturity, extension of time, change in nature or form of the Guaranteed Obligations, acceptance of
further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Guaranteed
Obligations, notice of adverse change in the Borrower’s financial condition or any other fact which might increase the risk
to Guarantors) with respect to any of the Guaranteed Obligations or all other demands whatsoever and waives the benefit of all
provisions of law which are in conflict with the terms of this Guaranty. Each Guarantor represents, warrants and jointly and severally
agrees that, as of the date of this Guaranty, its obligations under this Guaranty are not subject to any offsets or defenses against
the Lender or any Loan Party of any kind. Guarantors further jointly and severally agree that their obligations under this Guaranty
shall not be subject to any counterclaims, offsets or defenses against the Lender or against any Loan Party of any kind which
may arise in the future.


 


2.5 Benefit
of Guaranty. The provisions of this Guaranty are for the benefit of the Lender and its successors, transferees, endorsees
and permitted assigns, and nothing herein contained shall impair, as between any Loan Party and the Lender, the obligations of
any Loan Party under the Loan Documents. In the event all or any part of the Guaranteed Obligations are transferred, endorsed
or assigned by the Lender or any Lender to any Person or Persons, any reference to the “Lender” herein shall be deemed
to refer equally to such Person or Persons.


 



    	 	- 3 -	 



     


    

 


2.6 Modification
of Guaranteed Obligations, Etc. Each Guarantor hereby acknowledges and agrees that the Lender may at any time or from time
to time, with or without the consent of, or notice to, Guarantors or any of them:


 


(a)
change or extend the manner, place or terms of payment of, or renew or alter all or any portion of, the Guaranteed Obligations;


 


(b)
take any action under or in respect of the Loan Documents in the exercise of any remedy, power or privilege contained therein
or available to it at law, equity or otherwise, or waive or refrain from exercising any such remedies, powers or privileges;


 


(c)
amend or modify, in any manner whatsoever, the Loan Documents (except this Guaranty);


 


(d)
extend or waive the time for any Loan Party’s performance of, or compliance with, any term, covenant or agreement on its
part to be performed or observed under the Loan Documents, or waive such performance or compliance or consent to a failure of,
or departure from, such performance or compliance;


 


(e)
take and hold Collateral for the payment of the Guaranteed Obligations guaranteed hereby or sell, exchange, release, dispose of,
or otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Lender has been granted a Lien, to secure
any Obligations;


 


(f)
release anyone who may be liable in any manner for the payment of any amounts owed by Guarantors or any Loan Party to the Lender;


 


(g)
modify or terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of any
Guarantor or any Loan Party are subordinated to the claims of the Lender; and/or


 


(h)
apply any sums by whomever paid or however realized to any amounts owing by any Guarantor or any Loan Party to the Lender in such
manner as the Lender shall determine in its discretion;


 


and the Lender shall not incur any liability
to Guarantors as a result thereof, and no such action shall impair or release the Guaranteed Obligations of Guarantors or any
of them under this Guaranty.


 


2.7 Reinstatement.
Notwithstanding any provision in this Guaranty to the contrary, this Guaranty shall remain in full force and effect and continue
to be effective should any petition be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party
become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of such Loan Party’s assets, and shall continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Guaranteed Obligations, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by the Lender, whether as a “voidable preference”,
“fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that
any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guaranteed Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 



    	 	- 4 -	 



     


    

 


2.8 Waiver
of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor
hereby:


 


(a)
to the extent permitted by law, until the indefeasible payment in full in cash of the Guaranteed Obligations and termination of
the Lender’s commitment to make any Loans or issue any Letters of Credit under the Credit Agreement, expressly and irrevocably
waives, on behalf of itself and its successors and assigns (including any surety), any and all rights at law or in equity to subrogation,
to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to
a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation
party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person,
and which such Guarantor may have or hereafter acquire against any Loan Party in connection with or as a result of such Guarantor’s
execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise;
and


 


(b)
acknowledges and agrees (i) that this Section 2.8 is intended to benefit the Lender and shall not limit or otherwise effect
any Guarantor’s liability hereunder or the enforceability of this Guaranty, and (ii) that the Lender and its successors
and permitted assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.8.


 


In addition, until
the indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Lender’s commitment to make
any Loans or issue any Letters of Credit under the Credit Agreement, each Guarantor shall withhold exercise of any right of contribution
such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any
such right of contribution as contemplated by Section 6.11.


 



    	 	- 5 -	 



     


    

 


2.9 Election
of Remedies. If the Lender may, under applicable law, proceed to realize benefits under any of the Loan Documents giving the
Lender a Lien upon any Collateral owned by any Loan Party, either by judicial foreclosure or by non-judicial sale or enforcement,
the Lender may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights
and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, the Lender shall forfeit any of its rights
or remedies, including its right to enter a deficiency judgment against any Loan Party, whether because of any applicable laws
pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by the Lender and
waives any claim based upon such action, even if such action by the Lender shall result in a full or partial loss of any rights
of subrogation which such Guarantor might otherwise have had but for such action by the Lender. Any election of remedies which
results in the denial or impairment of the right of the Lender to seek a deficiency judgment against any Loan Party shall not
impair any Guarantor’s obligation to pay the full amount of the Guaranteed Obligations. In the event the Lender shall bid
at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, the Lender may bid all
or less than the amount of the Guaranteed Obligations and the amount of such bid need not be paid by the Lender but shall be credited
against the Guaranteed Obligations. The amount of the successful bid at any such sale shall be presumptively deemed to be the
fair market value of the collateral and the difference between such bid amount and the remaining balance of the Guaranteed Obligations
shall be presumptively deemed to be the amount of the Guaranteed Obligations guaranteed under this Guaranty, notwithstanding that
any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which
the Lender might otherwise be entitled but for such bidding at any such sale.


 


3. DELIVERIES.


 


In a form reasonably
satisfactory to the Lender, each Guarantor shall deliver to the Lender, concurrently with the execution of this Guaranty and the
Credit Agreement, the Loan Documents and other instruments, certificates and documents as are required to be delivered by each
of the Guarantors to the Lender under the Credit Agreement.


 


4. FURTHER ASSURANCES.


 


Each Guarantor agrees,
upon the reasonable written request of the Lender, to execute and deliver to the Lender, from time to time, any additional instruments
or documents reasonably considered necessary by the Lender to cause this Guaranty to be, become or remain valid and effective
in accordance with its terms.


 


5. PAYMENTS FREE
AND CLEAR OF TAXES.


 


All payments required
to be made by each Guarantor hereunder shall be made to the Lender free and clear of, and without deduction for, any and all present
and future taxes. If any Guarantor shall be required by law to deduct any taxes from or in respect of any sum payable hereunder,
(a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 5) the Lender receive an amount equal to the sum they would have
received had no such deductions been made, (b) such Guarantor shall make such deductions, and (c) such Guarantor shall pay the
full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after
the date of any payment of taxes, each applicable Guarantor shall furnish to the Lender the original or a certified copy of a
receipt evidencing payment thereof. Each Guarantor shall jointly and severally indemnify and, within ten (10) days of demand therefor,
pay the Lender for the full amount of taxes (including any taxes imposed by any jurisdiction on amounts payable under this Section
5) paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such taxes were correctly or legally asserted.


 



    	 	- 6 -	 



     


    

 


6. OTHER TERMS.


 


6.1 Entire
Agreement. This Guaranty, together with the other Loan Documents, constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements relating to a guaranty of the loans and advances under
the Loan Documents and/or the Guaranteed Obligations.


 


6.2 Headings.
The headings in this Guaranty are for convenience of reference only and are not part of the substance of this Guaranty.


 


6.3 Severability.
Whenever possible, each provision of this Guaranty shall be interpreted in such a manner to be effective and valid under applicable
law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.


 


6.4 Notices. Whenever it
is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given
to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon another
any such communication with respect to this Guaranty, each such notice, demand, request, consent, approval, declaration or other
communication shall be in writing and shall be addressed to the party to be notified as follows:


 


	 	If to the Lender:	KeyBank National Association
	 	 	660 White Plains Road, 2nd Floor
	 	 	Tarrytown, NY 10591
	 	 	Attention: John J. Sullivan
	 	 	 
	 	With a copy to:	Nixon Peabody LLP
	 	 	437 Madison Avenue 
	 	 	New York, NY 10022 
	 	 	Attention: Alex Yim
	 	 	 
	 	If to any Guarantor:	2-39 54th Ave.
	 	 	Long Island City, NY 11101
	 	 	Attention: Long Deng




 


or at such other address as may be substituted
by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled
to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be
deemed to have been validly served, given or delivered (i) upon the earlier of actual receipt and five (5) Business Days after
the same shall have been deposited with the United States mail, registered or certified mail, return receipt requested, with proper
postage prepaid, (ii) one (1) Business Day after deposit with a reputable overnight carrier with all charges prepaid, or (iii)
when delivered, if hand-delivered by messenger.


 



    	 	- 7 -	 



     


    

 


6.5 Successors and
Assigns. This Guaranty and all obligations of each Guarantor hereunder shall be binding upon the successors and assigns
of each Guarantor (including a debtor-in-possession on behalf of such Guarantor) and shall, together with the rights and
remedies of the Lender hereunder, inure to the benefit of the Lender, all future holders of any instrument evidencing any of
the Obligations and their respective successors and permitted assigns. No sales of participations, other sales, assignments,
transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or
interest therein shall in any manner affect the rights of the Lender hereunder. No Guarantor may assign, sell, hypothecate or
otherwise transfer any interest in or obligation under this Guaranty.


 


6.6 No Waiver; Cumulative
Remedies; Amendments. The Lender shall not by any act, delay, omission or otherwise be deemed to have waived any of its
rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by the Lender and then only to the
extent therein set forth. A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed
as a bar to any right or remedy which the Lender would otherwise have had on any future occasion. No failure to exercise nor
any delay in exercising on the part of the Lender, any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.
None of the terms or provisions of this Guaranty may be waived, altered, modified, supplemented or amended except by an
instrument in writing, duly executed by the Lender and each of the Guarantors.


 


6.7 Termination.
Subject to Section 2.7 hereof, this Guaranty is a continuing guaranty and shall remain in full force and effect until the
latest to occur of (i) the Termination Date, (ii) the Maturity Date and (iii) the Delayed Draw Maturity Date. Upon payment
and performance in full of the Guaranteed Obligations (other than contingent indemnification obligations as to which no claim
has been asserted), the Lender shall deliver to Guarantors such documents as Guarantors may reasonably request to evidence
such termination.


 


6.8 Counterparts. This
Guaranty may be executed in any number of counterparts, each of which shall collectively and separately constitute one and
the same agreement. Delivery of an executed counterpart of a signature page of this Guaranty in electronic (i.e.,
“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this
Guaranty.


 



    	 	- 8 -	 



     


    

 


6.9 GOVERNING LAW; LITIGATION.


 


THIS GUARANTY
SHALL BE INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW
PRINCIPLES. ANY ACTION OR SUIT IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN A
COURT OF RECORD IN NEW YORK, THE PARTIES HERETO IRREVOCABLY SUBMITTING AND CONSENTING TO THE NON EXCLUSIVE JURISDICTION OF
EACH THEREOF, AND EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
OBJECTION IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND CLAIM THAT THE SAME HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SERVICE OF PROCESS MAY BE MADE ON THE OTHER PARTY BY
MAILING A COPY OF THE SUMMONS TO SUCH PARTY, BY REGISTERED MAIL, AT ITS ADDRESS TO BE USED FOR THE GIVING OF NOTICES UNDER
THIS GUARANTY OR ANY OTHER LOAN DOCUMENT. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN CONNECTION WITH
THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREIN, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE, EACH GUARANTOR AND THE LENDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL
RIGHTS TO A TRIAL BY JURY AND AGREE THAT SUCH LITIGATION SHALL BE DECIDED BY COURT TRIAL AND THAT ANY GUARANTOR OR THE LENDER
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE FOREGOING WAIVER.


 


6.10 Limitation
on Guaranteed Obligations. Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability
hereunder shall be limited to an amount not to exceed as of any date of determination the greater of:


 


(a)
the net amount of all Loans and other extensions of credit (including Letters of Credit) advanced under the Credit Agreement and
directly or indirectly re-loaned or otherwise transferred to, or incurred for the benefit of, such Guarantor, plus interest thereon
at the applicable rate specified in the Credit Agreement; or


 


(b)
the amount which could be claimed by the Lender from such Guarantor under this Guaranty without rendering such claim voidable
or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s
right of contribution and indemnification from each other Guarantor under Section 6.11.


 


6.11 Contribution with Respect
to Guaranteed Obligations.


 


(a) To the extent that any Guarantor shall make a
payment under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by the other Guarantors, exceeds
the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as
defined below) (in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of
Guarantors in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full
in cash of the Obligations and termination of the Commitments, such Guarantor shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro
rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 



    	 	- 9 -	 



     


    

 


(b)
As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount
of the claim which could then be recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform
Fraudulent Conveyance Act or similar statute or common law.


 


(c)
This Section 6.11 is intended only to define the relative rights of Guarantors and nothing set forth in this Section
6.11 is intended to or shall impair the obligations of Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Guaranty.


 


(d)
The rights of the parties under this Section 6.11 shall be exercisable upon the full and indefeasible payment of the Guaranteed
Obligations and the termination of the Credit Agreement and the other Loan Documents.


 


(e)
The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any Guarantor
to which such contribution and indemnification is owing.


 


7. SECURITY.


 


To secure payment of
each Guarantor’s obligations under this Guaranty, concurrently with the execution of this Guaranty, each Guarantor has entered
into a Security Agreement and/or a Pledge Agreement pursuant to which such Guarantor, has granted to the Lender a Lien on all
its personal property including, without limitation, all of the stock in its subsidiaries, for the benefit of the Lender.


 


[Signature Pages Follow]


 



    	 	- 10 -	 



     


    

 


IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Guaranty as of the date first above written.


 


	 	GUARANTORS:
	 	 
	 	NEW YORK MART 8 AVE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	NEW YORK MART EAST BROADWAY INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	 Title:	 
	 	 	 
	 	NEW YORK SUPERMARKET EAST BROADWAY INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	NEW YORK MART GROUP INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MING’S SUPERMARKET, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


 


 


[Signature Page to Guaranty Agreement]


 



     


     


    

 


	 	NEW YORK MART MOTT ST., INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	NEW YORK MART ROOSEVELT, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	NEW YORK MART SUNRISE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ZEN MKT QUINCY, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STRONG AMERICA LIMITED
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 


 


[Signature
Page to Guaranty Agreement]


 



     


     


    

 


	 	LENDER:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	Name:	John J. Sullivan
	 	Title:	Senior Vice President




 


 


 


[Signature
Page to Guaranty Agreement]


 



     


     


    

 


EXHIBIT F


 


Form of Landlord Waiver and Consent Agreement


 


[Attached on the following page.]


 



     


     


    

 


LANDLORD WAIVER AND CONSENT AGREEMENT


 


THIS LANDLORD WAIVER AND CONSENT AGREEMENT
(this “Agreement”) is dated as of [____________] and entered into by [NAME OF LANDLORD] (“Landlord”),
to and for the benefit of KEYBANK NATIONAL ASSOCIATION, as Lender (in such capacity, the “Lender”).


 


RECITALS:


 


WHEREAS, [NAME
OF GRANTOR], a [Type of Person] (“Tenant”), has possession of and occupies all or a portion of the property
described on Exhibit A annexed hereto (the “Premises”);


 


WHEREAS, Tenant’s
interest in the Premises arises under the lease agreement (the “Lease”) attached as Exhibit B
hereto, pursuant to which Landlord has rights, upon the terms and conditions set forth therein, to take possession of, and otherwise
assert control over, the Premises;


 


WHEREAS, reference
is made to that certain Credit Agreement, dated as of December 23, 2016 (as it may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and between NYM Holding, Inc., a Delaware corporation (the “Borrower”),
and the Lender, pursuant to which Tenant has executed the Security Agreement and other collateral documents in relation to the
Credit Agreement;


 


WHEREAS, the
Borrower’s repayment of the extensions of credit made by the Lender under the Credit Agreement will be secured, in part,
by the assets of Tenant located on the Premises (the “Collateral”); and


 


WHEREAS, the
Lender has requested that Landlord execute this Agreement as a condition to the extension of credit to the Borrower under the
Credit Agreement.


 


NOW, THEREFORE,
in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord hereby represents and warrants to, and covenants and agrees with, the Lender as follows:


 


1. Landlord
hereby (a) waives and releases unto the Lender and its successors and assigns any and all rights granted by or under any
present or future laws to levy or distraint for rent or any other charges which may be due to Landlord against the
Collateral, and any and all other claims, liens and demands of every kind which it now has or may hereafter have against the
Collateral, and (b) agrees that any rights it may have in or to the Collateral, no matter how arising (to the extent not
effectively waived pursuant to clause (a) of this paragraph 1), shall be second and subordinate to the rights of the Lender
in respect thereof. Landlord acknowledges that the Collateral is and will remain personal property and not fixtures even
though it may be affixed to or placed on the Premises.


 



     


     


    

 


2. Landlord certifies
that (a) Landlord is the landlord under the Lease, (b) the Lease is in full force and effect and has not been amended, modified,
or supplemented except as set forth on Exhibit B annexed hereto, (c) to the knowledge of Landlord, there is no defense,
offset, claim or counterclaim by or in favor of Landlord against Tenant under the Lease or against the obligations of Landlord
under the Lease, (d) no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord
has no knowledge of the occurrence of any other default under or in connection with the Lease, and (e) except as disclosed to
the Lender, no portion of the Premises is encumbered in any way by any deed of trust or mortgage lien or ground or superior lease.


 


3. Landlord consents
to the installation or placement of the Collateral on the Premises, and Landlord grants to the Lender a license to enter upon
and into the Premises to do any or all of the following with respect to the Collateral: assemble, have appraised, display, remove,
maintain, prepare for sale or lease, repair, transfer, or sell (at public or private sale). In entering upon or into the Premises,
the Lender hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, judgments, liabilities,
costs and expenses incurred by Landlord caused solely by the Lender’s entering upon or into the Premises and taking any
of the foregoing actions with respect to the Collateral. Such costs shall include any damage to the Premises made by the Lender
in severing and/or removing the Collateral therefrom.


 


4. Landlord agrees
that it will not prevent the Lender or its designee from entering upon the Premises at all reasonable times to inspect or remove
the Collateral. In the event that Landlord has the right to, and desires to, obtain possession of the Premises (either through
expiration of the Lease or termination thereof due to the default of Tenant thereunder), Landlord will deliver notice (the “Landlord’s
Notice”) to the Lender to that effect. Within the forty-five (45) day period after the Lender receives the Landlord’s
Notice, the Lender shall have the right, but not the obligation, to cause the Collateral to be removed from the Premises. During
such forty-five (45) day period, Landlord will not remove the Collateral from the Premises nor interfere with the Lender’s
actions in removing the Collateral from the Premises or the Lender’s actions in otherwise enforcing its security interest
in the Collateral. Notwithstanding anything to the contrary in this paragraph, the Lender shall at no time have any obligation
to remove the Collateral from the Premises.


 


5. Landlord shall
send to the Lender a copy of any notice of default under the Lease sent by Landlord to Tenant. In addition, Landlord shall send
to the Lender a copy of any notice received by Landlord of a breach or default under any other lease, mortgage, deed of trust,
security agreement or other instrument to which Landlord is a party which may affect Landlord’s rights in, or possession
of, the Premises.


 


6. All notices to
the Lender under this Agreement shall be in writing and sent to the Lender at its address set forth on the signature page hereof
by United States mail, or by overnight delivery service.


 


7. The provisions
of this Agreement shall continue in effect until Landlord shall have received the Lender’s written certification that all
amounts advanced under the Credit Agreement have been paid in full.


 


8. THIS AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


9. This Agreement
may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Agreement in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a
manually executed counterpart of this Agreement.


 


[Signature Pages Follow]




 



    	 	- 2 -	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be duly executed and delivered as of the day and year first set forth above.


 


	 	[NAME OF LANDLORD],
	 	as Landlord
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	 
	 	 
	 	Attention:




 


 


 


[Signature Page to Landlord Waiver and Consent Agreement]


 



     


     


    

 


By its
acceptance hereof, as of the day and year first set forth above, the Lender agrees to be bound by the provisions hereof.


 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	 as Lender
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	660 White Plains Road, 2nd Floor
	 	Tarrytown, NY 10591
	 	Attention: John J. Sullivan




 


 


 


[Signature Page to Landlord Waiver and Consent Agreement]


 



     


     


    

 


EXHIBIT A TO


LANDLORD WAIVER AND CONSENT


 


Legal Description of Premises:


 



     


     


    

 


EXHIBIT B TO


LANDLORD WAIVER AND CONSENT


 


LEASE


 


[Attached on the following page.]


 



     


     


    

 


EXHIBIT G


 


Form of Pledge Agreement


 


[Attached on the following page.]


 



     


     


    

 


EXECUTION COPY


 


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT,
dated as of December 23, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the
provisions hereof, this “Agreement”), is made by NYM HOLDING, INC., a Delaware corporation (the “Pledgor”),
in favor of KEYBANK NATIONAL ASSOCIATION (the “Secured Party”).


 


RECITALS:


 


WHEREAS, the
Pledgor and the Secured Party are parties to that certain Credit Agreement dated as of December 23, 2016 (as the same may be amended,
restated, modified, supplemented or replaced from time to time, the “Credit Agreement”), pursuant to
which the Secured Party has agreed to (i) make available to the Pledgor a $5,000,000 revolving credit facility for the making,
from time to time, of Advances (as defined therein) and the issuance, from time to time, of Letters of Credit (as defined therein),
(ii) make the Effective Date Term Loan (as defined therein) in an aggregate principal amount of $15,000,000 on the Effective Date
(as defined therein), and (iii) make the Delayed Draw Term Loan (as defined therein) in an aggregate principal amount of up to
$5,000,000 on or within 365 days following the Effective Date, in each case on the terms and subject to the conditions set forth
in the Credit Agreement; and


 


WHEREAS, it
is a condition to entering into the Credit Agreement that the Pledgor grant to Secured Party a first-priority security interest
in the Collateral (as such term is hereinafter defined) to secure full and timely payment and performance of all of the Secured
Obligations (as such term is hereinafter defined); and


 


WHEREAS, it
is a condition to the obligations of the Secured Party to make the Loans under the Loan Agreement that the Pledgor execute and
deliver this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. Definitions. All capitalized terms used herein shall,
unless otherwise defined herein,


have the same meanings given to such terms
in the Credit Agreement. Notwithstanding the foregoing, for purposes of this Agreement, the following capitalized terms have the
meanings set forth below or otherwise as set forth when first used herein.


 


“Collateral” has the meaning set
forth in Section 2.


 


“Pledged Equity”
means the shares of stock and/or limited liability company interests described in Schedule 1 hereto and issued by the issuers
named therein, and the certificates, instruments and agreements, if any, representing the Pledged Equity and includes any securities
or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend or distribution
on or otherwise received in respect of the Pledged Equity.


 



     


     


    

 


“Proceeds” means
“proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation,
all dividends or other income from the Pledged Equity, collections thereon or distributions with respect thereto.


 


“Requirement of Law”
means, as to any Person, any statute, law, rule, treaty, regulation, ordinance, protocol, code, guideline, order, writ, judgment,
injunction, decree, award or, determination of an arbitrator or court, or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or assets or to which any such Person or any of its property or assets may
be bound or affected.


 


“Secured Obligations”
means the Obligations and all indebtedness, liabilities, obligations, covenants, indemnifications, and duties of, and all terms
and conditions to be observed by, the Pledgor and the other Loan Parties now or hereafter due or owing to, or in favor or for
the benefit of the Secured Party, of every kind, nature and description, direct or indirect, absolute or contingent, due or not
due, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, in each case in connection
with the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, and whether or not for the
payment of money or the performance or non-performance of any act.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York. or, when the laws of any other state govern
the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial
Code as in effect from time to time in such state.


 


2. Pledge. To secure the payment,
observance and performance of the Secured Obligations, the Pledgor hereby pledges, collaterally assigns and grants to the Secured
Party, and hereby creates a continuing first priority Lien in favor of the Secured Party in and to all of its right, title and
interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively,
the “Collateral”): (a) the Pledged Equity; and (b) all Proceeds and products of the foregoing.


 


3. Perfection of Pledge. The Pledgor
shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as
may be reasonably requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including,
without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the
UCC, the Pledgor shall promptly take all actions as may be reasonably requested from time to time by the Secured Party so that
control of such Collateral is obtained and at all times held by the Secured Party, in each case, to the extent the Pledged Equity
are securities. All of the foregoing shall be at the sole cost and expense of the Pledgor. The Pledgor hereby irrevocably authorizes
the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments
thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing
statement or amendment relating to the Collateral.


 


4. Representations and Warranties.
The Pledgor represents and warrants as follows:


 


(a) The Pledged Equity has been duly authorized
and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information
set forth in Schedule 1 relating to the Pledged Equity is accurate and complete as of the date hereof;


 



    	 	- 2 -	 



     


    

 


(b) At the time the Collateral becomes
subject to the Lien created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free
and clear of any Lien, claim, option or right of others except for the security interest created by this Agreement and the other
Loan Documents;


 


(c) The pledge of the Collateral pursuant
to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance
when due of the Secured Obligations;


 


(d) It has full power, authority and legal
right to pledge the Collateral pursuant to this Agreement;


 


(e) This Agreement has been duly authorized,
executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors’ rights generally or by equitable principles relating to enforceability; and


 


(f) All certificates, agreements or instruments
representing or evidencing the Pledged Equity, if any, in existence on the date hereof have been delivered to the Secured Party
in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank.


 


5. Dividends and Voting Rights. The
Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the
Pledgor has such right as a holder of the Pledged Equity, vote and give consents, ratifications and waivers with respect thereto,
except to the extent that, any such vote, consent, ratification or waiver would materially detract from the value thereof as Collateral
or which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement. The
Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain
all dividends and other distributions with respect to the Pledged Equity.


 


6. Further Assurances. The
Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority Lien of the Secured Party
therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such
perfected first priority security interest for so long as this Agreement and the other Loan Documents shall remain in effect.
The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute
and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action,
that may be necessary or reasonably desirable, or that the Secured Party may reasonably request, in order to create and/or
maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby
or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with
respect to any Collateral.


 



    	 	- 3 -	 



     


    

 


7. Transfers and Other Liens. The
Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect
to, restrict, or grant, create, permit or suffer to exist any Lien, option, right of first offer or other restriction or limitation
of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein, in the Credit
Agreement, or with the prior written consent of the Secured Party.


 


8. Reasonable Care. The Secured
Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The
Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession
if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property.


 


9. Various Rights and Remedies. If
any Event of Default shall occur and be continuing, then and in each such case (except as prohibited by applicable Requirements
of Law):


 


(a) the Secured Party shall have, in addition
to any other rights and remedies contained in this Agreement or any of the other Loan Documents, all of the rights and remedies
of a secured party under the UCC or other applicable law, all of which rights and remedies shall be cumulative and none exclusive.
In addition, the Secured Party may, with or without judicial process or the aid and assistance of others, and to the fullest extent
permitted in compliance with all Requirements of Law, without demand and without advertisement, notice, hearing or process of
law, all of which the Pledgor hereby waives to the fullest extent permitted by applicable Requirements of Law, at any place and
time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any exchange or broker’s
board or elsewhere, by one or more contracts, in one or more parts, for cash, upon credit or otherwise, at such prices and upon
such terms as the Secured Party deems advisable, in its sole discretion (subject to any and all mandatory Requirements of Law).
Moreover, the Secured Party may purchase all or any part of the Collateral - at public or, if permitted by applicable Requirements
of Law, private sale, and in lieu of actual payment of all or any of such purchase price, may set-off the amount of such price
against the Secured Obligations then owing.


 


(b) any notice required (and not validly
waived in accordance with all applicable Requirements of Law) to be given by the Secured Party of a sale or other disposition
or other intended action by the Secured Party with respect to any of the Collateral may be delivered to the Pledgor as
provided in Section 12, at least ten (10) days prior to such proposed action, and such notice shall constitute fair
and reasonable notice to the Pledgor of any such action. The net proceeds realized by the Secured Party upon any sale or
other disposition, after deduction for the expense or retaking, holding, preparing for sale, selling or the like and the
reasonable out-of-pocket attorneys’ fees, legal expenses and court costs actually paid or incurred by the Secured Party
shall be applied toward satisfaction of the Secured Obligations in such order and in such amounts as the Secured Party shall
determine in its sole discretion. The Secured Party will account to the Pledgor for any surplus (after full (other than
contingent indemnification obligations for which no claim has been asserted) and final payment and satisfaction of all
Secured Obligations) realized upon such sale or other disposition. If, on the other hand, the net proceeds as aforesaid are
insufficient to fully and finally satisfy all of the Secured Obligations, the Pledgor will remain liable for any deficiency.
The commencement of any action, legal or equitable, or the rendition of any judgment or decree for any deficiency shall not
affect the Secured Party’s security interest in the Collateral until all of the Secured Obligations fully and finally
paid and satisfied in full (other than contingent indemnification obligations for which no claim has been asserted).


 



    	 	- 4 -	 



     


    

 


(c) the Secured Party may, without notice
to the Pledgor, and at such time or times as the Secured Party in its sole discretion may determine after the occurrence and during
the continuance of an Event of Default, exercise any and all of the Pledgor’s rights in, to and under, or in any way connected
with or related to, any or all of the Collateral. The Pledgor hereby irrevocably designates, constitutes and appoints the Secured
Party as the Pledgor’s true and lawful attorney and agent-in-fact for the purpose of taking any such action in the name
and on behalf of the Pledgor during the existence of such Event of Default.


 


(d) the Secured Party shall also have
the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by the Secured Party
to enforce its rights and remedies hereunder in order to manage, protect and preserve the Collateral and to collect all revenues
and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation
of the receiver, and to the payment of the-Secured Obligations until a sale or other disposition of the Collateral shall be finally
made and consummated.


 


10. No Waiver and Cumulative Remedies.
The Secured Party shall not by any act (except by a written instrument), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies
herein provided are cumulative and are not exclusive of any rights or remedies provided by law.


 


11. Amendments. None of the terms
or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure
by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor,
and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for
the specific purpose for which made or given.


 



    	 	- 5 -	 



     


    

 


12. Notices. Whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served
upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon another any such communication
with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall
be in writing and shall be addressed to the party to be notified as follows:


 


	 	If to the Secured Party:	KeyBank National Association
	 	 	660 White Plains Road, 2nd Floor
	 	 	Tarrytown, NY 10591
	 	 	Attention: John J. Sullivan
	 	 	 
	 	With a copy to:	Nixon Peabody LLP
	 	 	437 Madison Avenue 
	 	 	New York, NY 10022 
	 	 	Attention: Alex Yim
	 	 	 
	 	If to the Pledgor:	NYM Holding, Inc.
	 	 	2-39 54th Ave.
	 	 	Long Island City, NY 11101 
	 	 	Attention: Long Deng




 


or at such other address as may be substituted
by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled
to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be
deemed to have been validly served, given or delivered (i) upon the earlier of actual receipt and five (5) Business Days after
the same shall have been deposited with the United States mail, registered or certified mail, return receipt requested, with proper
postage prepaid, (ii) one (1) Business Day after deposit with a reputable overnight carrier with all charges prepaid, or (iii)
when delivered, if hand-delivered by messenger.


 


13. Continuing Security Interest. This
Agreement shall create a continuing first priority Lien in the Collateral and shall (a) remain in full force and effect until
payment and performance in full of the Secured Obligations (other than contingent indemnification obligations for which no claim
has been asserted), (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party
and its successors, transferees and permitted assigns; provided, that the Pledgor may not assign or otherwise transfer
any of its rights or obligations under this Agreement without the prior written consent of the Secured Party.


 


14. Termination; Release. On the
date on which all Loans and other Secured Obligations have been paid and performed in full (other than contingent indemnification
obligations for which no claim has been asserted), the Secured Party will, at the sole expense of the Pledgor, (a) duly assign,
transfer and deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such
of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the
Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction
and termination of this Agreement.


 


15. GOVERNING LAW. This Agreement
shall be governed by and construed in accordance with the internal substantive laws of the State of New York applicable to contracts
fully executed, delivered and performed in the State of New York, regardless of where actually executed, delivered and performed
and regardless of contrary rules or principles of conflicts or choice of laws; except to the extent that the validity or perfection
of the security interest or the remedies hereunder in respect of the Collateral are governed by the laws of a jurisdiction other
than New York.


 


16. Counterparts. This Agreement
and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Agreement in electronic (i.e., “pdf” or
“tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement
and the Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and
supersede all previous agreements and understandings, oral or written, with respect thereto.


 


[Signature Pages Follow]




 



    	 	- 6 -	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	NYM HOLDING, INC., 
	 	as Pledgor
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




 


 


 


[Signature Page to Pledge Agreement]


 



     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	as Secured Party
	 	 	 
	 	By:	 
	 	Name:	John J. Sullivan 
	 	Title:	Senior Vice President



 


[Signature Page to Pledge Agreement]


 



     


     


    

 


SCHEDULE 1


 


Pledged Equity


 


	Company	 	Owner Of Equity 
 Interest	 	Certificate No.	 	No. Of 
 Shares/Units	 	% Ownership	 
	New York Mart 8 Ave, Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Mart Ave U 2nd, Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Mart East Broadway Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Supermarket East Broadway Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Mart Group Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	Ming’s Supermarket, Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Mart Mott St., Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Mart Roosevelt, Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	New York Mart Sunrise, Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	Zen Mkt Quincy, Inc.	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%
	Strong America Limited	 	NYM Holding, Inc.	 	[        ]	 	[        ]	 	 	100	%



 



     


     


    

 


EXHIBIT H


 


Form of Security Agreement


 


[Attached on the following page.]


 



     


     


    

 


EXECUTION COPY


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
(as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made
as of December 23, 2016 by and among between NYM HOLDING, INC., a Delaware corporation (the “Borrower”),
CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Grantors (collectively, the “Grantors”, and each
a “Grantor”), and KEY BANK NATIONAL ASSOCIATION, a national banking association having an office at
660 White Plains Road, 2nd Floor, Tarrytown, NY 10591 (the “Secured Party”).


 


RECITALS:


 


WHEREAS, the
Borrower and the Secured Party are parties to that certain Credit Agreement dated as of even date herewith (as the same may be
amended, restated, modified, supplemented or replaced from time to time, the “Credit Agreement”), make
available to the Borrower a $5,000,000 revolving credit facility for the making, from time to time, of Advances (as defined therein)
and the issuance, from time to time, of Letters of Credit (as defined therein), (ii) make the Effective Date Term Loan (as defined
therein) in an aggregate principal amount of $15,000,000 on the Effective Date (as defined therein), and (iii) make the Delayed
Draw Term Loan (as defined therein) in an aggregate principal amount of up to $5,000,000 on or within 365 days following the Effective
Date, in each case on the terms and subject to the conditions set forth in the Credit Agreement; and


 


WHEREAS, it
is a condition to entering into the Credit Agreement that the Borrower and the other Grantors grant to the Secured Party a first-priority
security interest in the Collateral (as such term is hereinafter defined) to secure full and timely payment and performance of
all of the Secured Obligations (as such term is hereinafter defined).


 


NOW, THEREFORE,
in consideration of premises and the covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties, intending to be bound, hereby agree
as follows (with certain capitalized terms used herein being defined in Article 1):


 


ARTICLE I.: DEFINED TERMS


 


Section 1.1. Definitions:
All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the
Credit Agreement. Notwithstanding the foregoing, for purposes of this Agreement, the following capitalized terms have the meanings
set forth below or otherwise as set forth when first used herein.


 


“Agreement”
has the meaning set forth in the preamble hereto.


 



     


     


    

 


“Collateral”
means all of the following, whether currently or hereafter existing or created or arising: (a) all assets of the Grantors,
whether now owned or hereafter acquired, and all proceeds of the same, including but not limited to, Equipment (including
machinery, vehicles and furniture), Fixtures, Accounts, Deposit Accounts, Inventory, Investment Property, Instruments
(including promissory notes), Chattel Paper (including electronic chattel paper), Documents (including documents of title),
and General Intangibles (including payment intangibles, trademarks, service marks, trade names, patents, copyrights, licenses
and franchises), Money and Supporting Obligations, together with any and all replacements thereof and accessions and
additions thereto and including, without limitation: (a) all gross receipts of the Grantors including, but not limited to,
all funds, receipts, reimbursements, revenues, income, grants, gifts, bequests and all other monies received or receivable by
the Grantors; (b) (i) all rights of the Grantors in, to and under all licenses, permits, agreements, documents, contracts,
instruments, plans, approvals, applications, trade names, insurance policies, equipment leases, purchase and sale agreements,
environmental indemnification agreements, property management agreements, asset management agreements, development agreements
and other instruments described or existing with respect to any Grantor, and any amendments or modifications thereto, any
replacements thereof and any other similar documents or instruments, now in existence or hereafter executed by any Grantor or
now in the possession of any Grantor or hereafter obtained by any Grantor (collectively, the
“Documents”) and (ii) all rights, powers, privileges, claims, remedies and causes of action of
every kind which any Grantor now has or may in the future have with respect to or by reason of its interest in the Documents.
The terms “Equipment”, “Fixtures”, “Accounts”, “Deposit Accounts”,
“Inventory”, “Investment Property”, “Instruments”, “Chattel Paper”,
“General Intangibles”, “Money” “and “Supporting Obligations” shall have the
meanings assigned to such terms under the Uniform Commercial Code.


 


“Indemnitee”
has the meaning ascribed to such term in Section 3.9 below.


 


“Requirement
of Law” means, as to any Person, any statute, law, rule, treaty, regulation, ordinance, protocol, code, guideline,
order, writ, judgment, injunction, decree, award or, determination of an arbitrator or court, or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or assets or to which any such Person or any of
its property or assets may be bound or affected.


 


“Secured
Obligations” means the Obligations and all indebtedness, liabilities, obligations, covenants, indemnifications,
and duties of, and all terms and conditions to be observed by, the Grantors now or hereafter due or owing to, or in favor or for
the benefit of the Secured Party, of every kind, nature and description, direct or indirect, absolute or contingent, due or not
due, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, in each case in connection
with the Credit Agreement, the Notes, the Secured Hedge Agreement and the other Loan Documents, whether now existing or hereafter
arising, and whether or not for the payment of money or the performance or non-performance of any act, including, without limitation,
any arising out of or under this Agreement.


 


“Security
Interest” means the mortgages, pledges and assignments to the Secured Party of, the continuing security interest
of the Secured Party in, and the continuing lien of the Secured Party upon, the Collateral intended to be effected by the terms
of this Agreement.


 


“Uniform
Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.


 



    	 	- 2 -	 



     


    

 


Unless the context
clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Agreement may be
used interchangeably in the singular or plural form. Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limiting the generality of the
foregoing”. The word “will” is to be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument
or other document shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall
be construed to include such Person’s successors and permitted assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar import when used in this
Agreement or in any other Loan Document, shall be construed to refer to this Agreement or such other Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in this Agreement or in any other Loan Document to
Articles, Sections, Paragraphs, clauses, Exhibits and Schedules shall be construed to refer to Articles, Sections Paragraphs,
and clauses of, and Exhibits and Schedules to, this Agreement or the other Loan Document in which such references appear, (v)
any reference to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any. Requirement of Law shall, unless otherwise specified, refer to
such Requirement of Law as amended, modified or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all real and personal
property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


ARTICLE II.: SECURITY INTEREST


 


Section 2.1. Grant
of Security Interest. To secure the payment, observance and performance of the Secured Obligations, each Grantor hereby mortgages,
pledges and assigns all of the Collateral to the Secured Party, and grants to the Secured Party a continuing security interest
in, and a continuing lien upon, all of the Collateral.


 


Section 2.2. Validity
and Priority of Security Interest. The Security Interest shall at all times be valid, perfected and enforceable against the
Grantors and all third parties, in accordance with the terms hereof, as security for the Secured Obligations, and the Collateral
shall not at any time be subject to any Lien that is prior to, on a parity with or junior to such Security Interest other than
Permitted Encumbrances.


 


Section 2.3. Release
of Security Interest. If all of the Secured Obligations for the payment of money (other than contingent indemnification obligations
for which no claim has been asserted) shall have been fully paid and satisfied, then, the Secured Party shall release the Security
Interest and at the request and at the cost and expense of the Grantors following such payment and satisfaction, and the Secured
Party shall execute and deliver UCC termination statements and such other instruments as shall be necessary to evidence the termination
of the Security Interest.


 


Section 2.4. Grantors
Remain Obligated; Secured Party Not Obligated. The grant by the Grantors to the Secured Party of the Security Interest
shall not relieve any Grantor from the performance of any term, covenant, condition or agreement on its part to be performed
or observed, or from any liability to any person, under or in respect of any of the Collateral or impose any obligation on
the Secured Party to perform or observe any such term, covenant, condition or agreement on any Grantor’s part to be so
performed or observed or impose any liability on the Secured Party for any act or omission on the part of such Grantor
relative thereto.


 



    	 	- 3 -	 



     


    

 


Section 2.5. Grantors’
Warranties and Representations. Each Grantor warrants and represents to the Secured Party on the date hereof and on each date
that any of the Secured Obligations is outstanding that:


 


(a) the execution, delivery
and performance of this Agreement, and any instrument or other agreement or writing relating to this Agreement, have been duly
and validly authorized by such Grantor and do not and will not conflict with any provision of any material agreement, instrument
or writing to which such Grantor is now or hereafter becomes a party or by which such Grantor is now or hereafter becomes bound
which might have a Material Adverse Effect on such Grantor;


 


(b) such Grantor has
and shall have full power and authority to enter into this Agreement and all other instruments contemplated hereby and to consummate
the transactions contemplated hereby;


 


(c) such Grantor is
and shall be justly indebted to the Secured Party for the full amount of the Secured Obligations;


 


(d) except for Liens
in favor of the Secured Party and the Permitted Encumbrances, the Collateral is free from all Liens, and no financing statement
covering the Collateral or any proceeds thereof is on file in favor of anyone other than the Secured Party;


 


(e) this Agreement creates
a valid security interest in favor of the Secured Party in the Collateral, and, upon the Secured Party taking the actions required
by the Uniform Commercial Code or such other applicable law to perfect the security interest granted to it hereunder, such security
interest will constitute a valid and perfected, first-priority security interest in the Collateral (subject to Permitted Encumbrances);


 


(f) such Grantor’s
principal place of business and chief executive office (or, if it has, and has had, only one place of business, the place of business)
for the five (5) years preceding the date of this Agreement, the office where it keeps its records concerning the Collateral,
and each of its other places of business, are located at such address or at such other addresses set forth in Schedule 2.5(g)
hereto; and


 


(g) such Grantor is
in compliance with all Requirements of Law applicable to it, its business and operations, the Collateral and its other property
to the extent such violation would not reasonably be expected to result in a Material Adverse Effect.


 



    	 	- 4 -	 



     


    

 


ARTICLE III.: ADDITIONAL COVENANTS OF
GRANTORS


 


Section 3.1. Required
Action. Each Grantor shall take all action that may be reasonably necessary or desirable, or that the Secured Party may
reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Security
Interest in the Collateral in conformity with the requirements of this Agreement, or to enable the Secured Party to protect
or preserve the Collateral or to protect, preserve, exercise or enforce its rights therein and hereunder, including but not
limited to (a) immediately discharging all Liens other than Permitted Encumbrances, (b) compliance with all requirements set
forth in this Agreement as to the receipt, holding and/or deposit of payments, distributions and/or proceeds in respect of
the Collateral, and (c) executing and delivering agreements, financing statements, instruments of pledge, notices,
instructions and assignments, in each case in form and substance reasonably satisfactory to the Secured Party, relating to
the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or
other applicable law and/or for the purpose of obtaining and maintaining control with respect to any Collateral. The Secured
Party is hereby authorized to file one or more financing or continuation statements or amendments thereto without the
signature of or in the name of any Grantor to effect the Security Interest granted hereunder in accordance with the terms of
the Loan Documents.


 


Section 3.2. Defense
of Collateral. The Grantors shall at all times (a) own or have the right to use all of the Collateral free from any right,
title or interest of any third person and (b) defend the Collateral against the claims and demands of all third persons, in each
case, other than the holders of the Permitted Encumbrances to the extent of their rights as holders of the Permitted Encumbrances.


 


Section 3.3. Power
of Attorney. To further effectuate the rights and remedies of the Secured Party hereunder upon or at any time after the occurrence
and during the existence of an Event of Default (except to the extent prohibited by any applicable Requirement of Law), each Grantor
hereby irrevocably appoints the Secured Party attorney-in-fact for such Grantor in the name of such Grantor or the Secured Party,
with full power of substitution to sign, execute and deliver any and all instruments and documents and do all acts and things
to the same extent as such Grantor could do, to sell, assign and transfer any Collateral including, but not limited to, taking
all action necessary or desirable to obtain the approval of any governmental body to the transfer or issuance to the Secured Party
or any other person, firm, or corporation of any Collateral. The Secured Party shall not exercise any such power of attorney unless
there exists an Event of Default.


 


Section 3.4. No
Name Change. No Grantor shall change its name or conduct its business under any other name, or otherwise take any action which
might render any financing statement filed pursuant to this Agreement to be seriously misleading, unless, in each case, it shall
have given the Secured Party prior written notice thereof and such action shall not otherwise be prohibited by this Agreement
or the Credit Agreement.


 


Section 3.5. Notice
of Impairment or Event of Default. The Grantors shall promptly notify the Secured Party of any material impairment in the
value of or any occurrence materially adversely affecting the Collateral as a whole, and of the occurrence of any Event of Default.


 



    	 	- 5 -	 



     


    

 


Section 3.6. Taxes;
Compliance. The Grantors shall fully and timely pay or cause to be paid all taxes, assessments and governmental charges
levied or assessed or imposed upon or with respect to any of the Collateral (including, without limiting the generality of
the foregoing, pay, deduct and withhold all taxes and other payroll deductions and withholdings in accordance with all
Requirements of Law and in any event before the failure to pay the same shall result in any Lien upon any of the Collateral),
comply with all applicable Requirements of Law relating to it, the Collateral and its other property, and its business and
operations; provided, however, that, except to the extent otherwise provided in any other Loan Document, any such tax,
assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good
faith by appropriate proceedings and if the applicable Grantor shall have set aside on its books appropriate reserves with
respect thereto; and provided, further, that, subject to the immediately preceding proviso, the Grantors will pay all
such taxes, assessments, levies or other governmental charges forthwith upon the commencement of proceedings to foreclose any
Lien which may have attached as security therefor.


 


Section 3.7. Inspection.
Upon reasonable prior written notice to any Grantor, the Secured Party’s authorized representatives shall have the right
during normal business hours to examine the books and records of such Grantor, to make copies, notes and abstracts therefrom,
and to make an independent examination or audit of its books and records for the purpose of verifying the accuracy of the reports
delivered by the Borrower pursuant to Section 5.2 of the Credit Agreement or otherwise and ascertaining compliance with this Agreement
and the other Loan Documents; provided, that unless an Event of Default has occurred and is continuing such Grantor shall
not be responsible for the reasonable out-of-pocket costs and expenses of the Secured Party in connection with each such examination,
inspection or audit more than three (3) times per Fiscal Year. Each Grantor hereby authorizes (x) the Secured Party to obtain
all records and files relating to any of the Collateral from any entity (including any service bureau or the like) maintaining
the same on behalf of such Grantor and (y) each such entity to deliver the same to the Secured Party.


 


Section 3.8. Information.
In addition to such other information as shall be specifically provided for herein, each Grantor shall furnish to the Secured
Party such other information with respect to itself and the Collateral as the Secured Party may reasonably request from time to
time.


 


Section 3.9. Indemnification.
Each Grantor agrees, on demand, to defend, protect, indemnify and hold harmless the Secured Party and each of its
Affiliates, officers, directors, employees, agents and attorneys, and their respective successors, assigns, estates and
representatives (each, an “Indemnitee”) from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitee
actually incurred in connection with any action or proceeding between any Grantor and any Indemnitee or between any
Indemnitee and any third party or otherwise, whether or not relating to any investigative, administrative or judicial
proceeding and whether or not such Indemnitee shall be designated a party thereto), imposed on, incurred by, or asserted
against such Indemnitee (whether direct, indirect, special or consequential and whether based on any federal, state or local,
or foreign, laws or other statutory regulations, including, without limitation, environmental laws, securities and commercial
laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or
arising out of the grant or exercise of any right or remedy arising out of this Agreement, or the breach by any Grantor of
any of its obligations, covenants, representations, or warranties pursuant to any Loan Document; provided, that such
indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee. The covenants of the Grantors contained in this Section 3.9 shall survive the payment in full of all of
the other Secured Obligations.


 



    	 	- 6 -	 



     


    

 


ARTICLE IV.: RIGHTS AND REMEDIES.


 


Section 4.1. Various
Rights and Remedies. If any Event of Default shall occur and be continuing, then and in each such case (except as prohibited
by applicable Requirements of Law):


 


(a) The Secured Party
shall have, in addition to any other rights and remedies contained in this Agreement or any of the other Loan Documents, all of
the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, all of which rights and
remedies shall be cumulative and none exclusive. In addition, the Secured Party may, with or without judicial process or the aid
and assistance of others, and to the fullest extent permitted in compliance with all Requirements of Law, without demand and without
advertisement, notice, hearing or process of law, all of which each Grantor hereby waives to the fullest extent permitted by applicable
Requirements of Law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private
sale, at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parts, for cash, upon credit
or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion (subject to any
and all mandatory Requirements of Law). Moreover, the Secured Party may purchase all or any part of the Collateral - at public
or, if permitted by applicable Requirements of Law, private sale, and in lieu of actual payment of all or any of such purchase
price, may set-off the amount of such price against the Secured Obligations then owing.


 


(b) Any notice required
(and not validly waived in accordance with all applicable Requirements of Law) to be given by the Secured Party of a sale or other
disposition or other intended action by the Secured Party with respect to any of the Collateral may be deposited in the United
States mails and addressed to the Grantors as provided in Section 5.7 hereof, at least ten (10) days prior to such proposed action,
and such notice shall constitute fair and reasonable notice to the Grantors of any such action. The net proceeds realized by the
Secured Party upon any sale or other disposition, after deduction for the expense or retaking, holding, preparing for sale, selling
or the like and the reasonable out-of-pocket attorneys’ fees, legal expenses and court costs actually paid or incurred by
the Secured Party shall be applied toward satisfaction of the Secured Obligations in such order and in such amounts as the Secured
Party shall determine in its sole discretion. The Secured Party will account to the Grantors for any surplus (after full (other
than contingent indemnification obligations for which no claim has been asserted) and final payment and satisfaction of all Secured
Obligations) realized upon such sale or other disposition. If, on the other hand, the net proceeds as aforesaid are insufficient
to fully and finally satisfy all of the Secured Obligations, the Grantors will remain liable for any deficiency. The commencement
of any action, legal or equitable, or the rendition of any judgment or decree for any deficiency shall not affect the Secured
Party’s security interest in the Collateral until all of the Secured Obligations fully and finally paid and satisfied in
full (other than contingent indemnification obligations for which no claim has been asserted).


 



    	 	- 7 -	 



     


    

 


(c) The Secured Party
may, by notice to any Grantor, direct it to, and thereupon such Grantor shall, receive all monies, checks, notes, drafts and other
payments relating to or constituting proceeds of Collateral in trust for the Secured Party, not commingle the same with any other
property or funds of such Grantor and, unless the Secured Party shall have otherwise instructed such Grantor, deliver or cause
to be delivered all such payments in the exact form received, together with any necessary endorsements, to the Secured Party.
The Secured Party may notify, or require any Grantor to notify, in writing or otherwise, (i) each obligor with respect to any
Collateral to make payment directly to, and (ii) each person maintaining a lockbox or similar arrangement to remit all amounts
representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement
directly to, the Secured Party. If, notwithstanding the giving of any notice, any such person shall make any payment to such Grantor,
such Grantor shall hold all such payments it receives in trust for the Secured Party, without commingling the same with other
funds or property of such person, and shall deliver the same to the Secured Party immediately upon receipt by such Grantor in
the identical form received, together with any necessary endorsements. The Secured Party may, without notice to the Grantors,
and at such time or times as the Secured Party in its sole discretion may determine after the occurrence and during the continuance
of an Event of Default, exercise any and all of any Grantor’s rights in, to and under, or in any way connected with or related
to, any or all of the Collateral, including, but not limited to (w) demanding and enforcing payment and performance of, and exercising
all of the Grantors’ rights and remedies with respect to the collection or enforcement of, any or all of the Collateral,
in each case by legal proceedings or otherwise, (x) settling, adjusting, compromising, extending or renewing and discharging and
releasing any or all of, and any legal proceedings brought to collect or enforce any or all of, the Collateral, (y) preparing,
filing and signing the name of any Grantor on (i) any proof of claim or similar document to be filed in any bankruptcy or similar
proceeding involving any Grantor with respect to any Collateral to the extent such Grantor has not done so, and (ii) any notice
of lien, assignment or satisfaction of lien, or similar document in connection with any Collateral, and (z) using the information
recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral or any
of them to which such Grantor has access, except that the Secured Party shall not have access to files relating to such Grantor’s
clients to the extent that such information is required to be kept private and confidential under New York State privacy laws.
Each Grantor hereby irrevocably designates, constitutes and appoints the Secured Party as its true and lawful attorney and agent-in-fact
for the purpose of taking any such action in the name and on behalf of such Grantor. The Secured Party may settle or adjust disputes
and claims directly with obligors with respect to any Collateral for amounts and on terms which the Secured Party considers commercially
reasonable under the circumstances and in all such cases only the net amounts received by the Secured Party in payment of such
amounts, after deductions of out-of-pocket costs of collections and reasonable attorney’s fees, actually incurred shall
be applied to reduce the Secured Obligations.


 


(d) The Secured Party,
to the extent permitted by applicable requirements of law, shall have the right to enter and remain upon the various premises
of any Grantor and to use the same, together with materials, supplies, books and records of such Grantor all without cost or charge
to the Secured Party, for purpose of liquidating or collecting the Collateral, or for conducting and preparing for sale of the
Collateral, whether by foreclosure, auction or otherwise.


 



    	 	- 8 -	 



     


    

 


(e) The Secured Party
shall also have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken
by the Secured Party to enforce its rights and remedies hereunder in order to manage, protect and preserve the Collateral and
to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such
receivership, including the compensation of the receiver, and to the payment of the-Secured Obligations until a sale or other
disposition of the Collateral shall be finally made and consummated.


 


Section 4.2. Effect
of Failure to Enforce. The Secured Party’s failure at any time or times hereafter to require strict performance by any
Grantor of any of the provisions, warranties, terms and conditions contained in this Agreement or in any other Loan Document shall
not waive, affect or diminish any right of the Secured Party at any time or times hereafter to demand strict performance therewith
and such right shall not be deemed to have been waived by any act or knowledge of the Secured Party, its agent or employees, unless
such waiver is contained in an instrument in writing signed by the Secured Party and directed to the Grantors specifying such
waiver, and in such case such waiver will only be effective to the extent expressly set forth therein. No waiver by the Secured
Party of any Event of Default shall operate as a waiver of any other Event of Default or the same Event of Default on a future
occasion.


 


Section 4.3. Waiver
of Bond Requirements. If the Secured Party seeks to take possession of any or all of the Collateral by court process or seeks
to take any other action pursuant to this Agreement, each Grantor hereby irrevocably waives to the maximum extent permitted by
applicable Requirements of Law the necessity of obtaining or posting or providing any bond, surety or other security relating
thereto otherwise required by applicable Requirements of Law or otherwise as an incident to such possession, and waives any demand
for possession prior to the commencement of any suit or action to recover with respect thereto.


 


Section 4.4. Liability
for Costs. The Grantors shall pay on demand all actual reasonable costs and out-of-pocket expenses of the Secured Party (including,
without limitation, reasonable attorneys’ fees and disbursements and money reasonably spent by the Secured Party to discharge
any Liens against the Collateral) in any way relating to or arising out of any Grantor’s failure to timely pay, discharge
and perform all of the Secured Obligations and/or any other Event of Default, and/or the enforcement and exercise of the Secured
Party’s rights and remedies under this Agreement or arising out of the grant of the Security Interest, and, until all such
sums are paid, the obligation to pay such sums shall be secured by the Collateral and be deemed costs of collection and part of
the Secured Obligations.


 


ARTICLE V.: MISCELLANEOUS


 


Section 5.1. Waivers.
Each Grantor hereby waives to the maximum extent permitted by applicable Requirements of Law notice of the acceptance of
this Agreement and all other notices, demands or protests to which such Grantor might otherwise be entitled by applicable
Requirements of Law with respect to this Agreement, the Secured Obligations or the Collateral. The Secured Party shall have
no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of any rights
pertaining to the Collateral beyond reasonable care in the custody and the preservation thereof. The Secured Party may
exercise its rights and remedies with respect to the Collateral without resorting to or regard to other security or sources
for payment. All rights and remedies of the Secured Party hereunder or with respect to any Secured Obligations or the
Collateral shall be cumulative, and not exclusive, and shall be in addition to all other rights and remedies of the Secured
Party under any other Loan Document, applicable law, and equity, and may be exercised concurrently, or in any order and at
any time, and nothing herein or in any other Loan Document, or under applicable law or equity shall be construed as limiting
any such rights or remedies or requiring them to be exercised in any order or to be exhausted before exercising another
right.


 



    	 	- 9 -	 



     


    

 


Section 5.2. Assignment.
If at any time or times by sale, assignment, negotiation, pledge or otherwise, the Secured Party transfers any of the Secured
Obligations in accordance with the provisions of the Loan Documents, such transfer shall carry with it the Secured Party’s
rights and remedies under this Agreement with respect to the Secured Obligations transferred, and the transferee shall become
vested with such rights and remedies whether or not they are specifically referred to in the transfer. If and to the extent the
Secured Party retains any of the Secured Obligations, the Secured Party shall continue to have the rights and remedies herein
set forth with respect thereto.


 


Section 5.3. Reserved.


 


Section 5.4. Effect
and Construction of this Agreement. This Agreement and the other Loan Documents embody the entire agreement and understanding
of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for
herein. The parties have participated jointly in the negotiations and drafting of this Agreement and each of the other Loan Documents,
and in the event of any ambiguity or question of intent or interpretation, no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement or any other Loan Document. In
the event of any inconsistencies between the terms and conditions of this Agreement and the terms and conditions of the Credit
Agreement, the terms and conditions of the Credit Agreement shall control and be binding. The captions used herein are for convenience
only and shall not control or affect the meaning of construction of the provisions of this Agreement, and shall not be deemed
to be a substantive part of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which, when taken together shall constitute one and the same agreement. Copies of signatures
sent by electronic mail in PDF format shall constitute originals.


 


Section 5.5. Cooperation
- Further Assistance. Subject to the terms and conditions herein provided, each Grantor shall use its commercially reasonable
efforts to take, or cause to be taken, such action, to execute and deliver, or cause to be executed and delivered, such additional
documents and instruments, and to do, or cause to be done, all things necessary, proper and advisable under the provisions of
this Agreement and under applicable Requirements of Law to consummate and make effective the transactions contemplated by this
Agreement.


 



    	 	- 10 -	 



     


    

 


Section 5.6. Jurisdiction;
Waiver of Jury Trial. Any action or suit in connection with this Agreement or any other Loan Document or the transactions
contemplated hereby or thereby may be brought in a court of record in New York, the parties hereto irrevocably submitting and
consenting to the non-exclusive jurisdiction of each thereof, and each party irrevocably waives, to the fullest extent it may
effectively do so under applicable law, any objection it may have or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court and claim that the same has been brought in an inconvenient forum. Service of process
may be made on the other party by mailing a copy of the summons to such party, by registered mail, at its address to be used for
the giving of notices under this Agreement or any other Loan Document. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, EACH GRANTOR AND THE SECURED
PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE THAT SUCH LITIGATION SHALL BE DECIDED
BY COURT TRIAL AND THAT THE GRANTORS OR THE SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE FOREGOING WAIVER.


 


Section 5.7. Notices.
All notices, consents, demands, and other communications required or permitted hereunder shall be in writing and shall be delivered
in accordance with Section 11.5 of the Credit Agreement.


 


Section 5.8. Governing
Law. This Agreement and the other Loan Documents shall be governed by and construed in accordance with the laws of the State
of New York applicable to contracts fully executed, delivered and performed in the State of New York, regardless of where actually
executed, delivered and performed and regardless of contrary rules or principles of conflicts or choice of laws; except to the
extent that the validity or perfection of the Security Interest or the remedies hereunder in respect of the Collateral are governed
by the laws of a jurisdiction other than New York.


 


Section 5.9. No
Oral Change. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged
or terminated orally or by any act or failure to act on the part of any Grantor or the Secured Party, but only by an agreement
in writing signed by the party(ies) against whom enforcement of any modification, amendment, waiver, extension, change, discharge
or termination is sought.


 


Section 5.10. Representation
by Counsel. Each party hereto acknowledges that it has been advised by legal and any other counsel retained by such party
in its sole discretion. Each party acknowledges that such party has had a full opportunity to review this Agreement and all of
the other Loan Documents, and all related exhibits, schedules and ancillary agreements and to negotiate any and all such documents
in its sole discretion, without any undue influence by any other party hereto or any third party.


 


[Signature Pages Follow]


 



    	 	- 11 -	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Security Agreement to be executed as of the day and year first written above.


 


	 	GRANTORS:
	 	 
	 	NYM HOLDING, INC.
	 	 	 
	 	By:	           
	 	Name: 
	 	Title:
	 	 	 
	 	NEW YORK MART 8 AVE, INC.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title:
	 	 	 
	 	NEW YORK MART EAST BROADWAY INC.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title:
	 	 	 
	 	NEW YORK SUPERMARKET EAST BROADWAY INC.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title:
	 	 	 
	 	NEW YORK MART GROUP INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




 


 


 


[Signature Page to Security Agreement]


 



     


     


    

 


	 	MING’S SUPERMARKET, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	NEW YORK MART MOTT ST., INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	NEW YORK MART ROOSEVELT, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	NEW YORK MART SUNRISE, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	ZEN MKT QUINCY, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	STRONG AMERICA LIMITED
	 	 	 
	 	By:	              
	 	Name:
	 	Title:



 


 


 


[Signature Page to Security Agreement]


 



     


     


    

 


	 	SECURED PARTY:
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	            
	 	Name: 	John J. Sullivan
	 	Title: 	Senior Vice President




 


 


 


[Signature Page to Security Agreement]


 



     


     


    

 


SCHEDULE 2.5(G)


 


Principal Place of Business and Chief
Executive Office, Etc.


 


	

Loan Party
	 	Address
    of Chief Executive Office
	NYM
    Holding, Inc.	 	2-39
    54th Ave, Long Island City, NY 11101
	New
    York Mart 8 Ave, Inc.	 	6023
    8th Ave., Brooklyn, NY 11220
	New
    York Mart East Broadway Inc.	 	75
    East Broadway, New York, NY 10002
	New
    York Supermarket East Broadway Inc.	 	75
    East Broadway, New York, NY 10002
	New
    York Mart Group Inc.	 	2-39
    54th Ave, Long Island City, NY 11101
	Ming’s
    Supermarket, Inc.	 	1102
    Washington St, Boston, MA 02118
	New
    York Mart Mott St., Inc.	 	128
    Mott St. New York, NY 10013
	New
    York Mart Roosevelt, Inc.	 	142-41
    Roosevelt Ave, Flushing, NY 11354
	New
    York Mart Sunrise, Inc.	 	10065
    Sunset Strip, Sunrise, FL 33322
	Zen
    Mkt Quincy, Inc.	 	733
    Hancock St, Quincy, MA 02170
	Strong
    America Limited	 	2-39
    54th Ave, Long Island City, NY 11101