Exhibit 4.1


 


	
        NUMBER

        U-__________
	
         
	 	UNITS
	 	 	 	 







	SEE REVERSE FOR 

CERTAIN DEFINITIONS	IFRESH INC.	 




 


CUSIP                  


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND


ONE
RIGHT TO RECEIVE ONE-TENTH OF A SHARE OF COMMON STOCK


 


THIS
CERTIFIES THAT ____________________________________________________________________________________


 


is
the owner of __________________________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one share of common stock, par value $.0001 per share, of iFresh Inc., a Delaware corporation
(the “Company”) and one right. Each right entitles the holder to receive one-tenth (1/10) of a share of common stock
upon the Company’s completion of an initial merger, capital stock exchange, asset acquisition or other similar business
combination with one or more businesses or entities (a “Business Combination”).


 


The
terms of the rights are governed by a rights agreement (the “Rights Agreement”), dated as of August 12, 2015, between
the Company and Continental Stock Transfer & Trust Company, as the rights agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of
the Rights Agreement are on file at the office of the rights agent at 17 Battery Place, New York, New York 10004, and are available
to any rights holder on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


This
Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


	 	 	 	[Corporate Seal]	 
	 	 	 	 	 
	By	 	 	 	 
	 	 	 	 	 
	 	Chairman	 	 	Secretary




 






     


     


    

 





iFresh
Inc.


 


The
Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	 	TEN COM –	as tenants in common	UNIF GIFT MIN ACT -	 	 	Custodian	 	 
	 	TEN ENT – 	as tenants by the entireties	 	(Cust)	 	 	(Minor)	 










	 	JT TEN – 	as joint tenants with right of survivorship	under Uniform Gifts to Minors	 
	 	 	and not as tenants in common	Act		 	 
	 	 	 	 	(State)	 	 




 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE(S)


 





	 	 
	 	 




 


 





 



(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))


 





 



 


 





 






 


	   	 Units




represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


                                                                                                                                                                                                              Attorney


to
transfer the said Units on the books of the within named Company will full power of substitution in the premises.


 


Dated                                           


 


	 	 	 
		Notice:	The
                                         signature to this assignment must correspond with the name as written upon the face of
                                         the certificate in every particular, without alteration or enlargement or any change
                                         whatever.



 


Signature(s)
Guaranteed:


 


                                                                                                                                                                           


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION


(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH


MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,


PURSUANT
TO S.E.C. RULE 17Ad-15).


 


The
holder of this certificate shall be entitled to receive funds with respect to the underlying shares of common stock from the trust
fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks
to convert his or her respective shares of common stock underlying the unit upon consummation of such business combination or
in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In no other circumstances
shall the holder have any right or interest of any kind in or to the trust fund.