Exhibit
10.1


 


EXECUTION
VERSION


 


 


 


 


 


 


 


MERGER
AGREEMENT


 


dated


 


July
25, 2016


 


by
and among


 


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


 


as
the Parent,


 


iFresh
Inc., a Delaware corporation,


 


as
the Purchaser,


 


iFresh
Merger Sub Inc., a Delaware corporation,


 


as
the Merger Sub,


 


NYM
Holding, Inc., a Delaware corporation,


 


as
the Company,


 


Stockholders
of the Company, as the Stockholders


 


and
Long Deng,


 


as
the Stockholders’ Representative


 




    	 	 	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE
    I DEFINITIONS	1
	 	 
	ARTICLE
    II REDOMESTICATION MERGER	7
	2.1	Redomestication
    Merger	7
	2.2	Redomestication
    Effective Time	7
	2.3	Effect
    of the Redomestication Merger	7
	2.4	Memorandum
    and Articles of Association	8
	2.5	Directors
    and Officers of the Redomestication Surviving Corporation	8
	2.6	Effect
    on Issued Securities of Parent.	8
	2.7	Surrender
    of Certificates	10
	2.8	Lost
    Stolen or Destroyed Certificates	10
	2.9	Section
    368 Reorganization	10
	2.10	Taking
    of Necessary Action; Further Action	10
	2.11	Agreement
    of Fair Value	10
	 	 	 
	ARTICLE III THE MERGER	11
	3.1	The
    Merger	11
	3.2	Closing;
    Effective Time.	11
	3.3	Board
    of Directors	11
	3.4	Effects
    of the Merger	11
	3.5	Certificate
    of Incorporation; Bylaws	11
	3.6	No
    Further Ownership Rights in Company Capital Stock	12
	3.7	Withholding
    Rights	12
	3.8	Rights
    Not Transferable	12
	3.9	Taking
    of Necessary Action; Further Action	12
	3.10	Section
    368 Reorganization	12
	 	 	 
	ARTICLE IV CONVERSION OF SHARES; CLOSING MERGER CONSIDERATION	13
	4.1	Conversion
    of Capital Stock	13
	4.2	Cash
    Merger Consideration; Aggregate Merger Price	14
	4.3	Payment
    of Merger Consideration	14
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY	15
	5.1	Corporate
    Existence and Power	15
	5.2	Authorization	15
	5.3	Governmental
    Authorization	15
	5.4	Non-Contravention	15
	5.5	Capitalization	16
	5.6	Certificate
    of Formation and Operating Agreement	16
	5.7	Corporate
    Records	16


 




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	5.8	Third
    Parties	17
	5.9	Assumed
    Names	17
	5.10	Subsidiaries	17
	5.11	Consents	18
	5.12	Financial
    Statements	18
	5.13	Books
    and Records	19
	5.14	Absence
    of Certain Changes	19
	5.15	Properties;
    Title to the Company’s Assets	21
	5.16	Litigation	22
	5.17	Contracts	22
	5.18	Insurance	24
	5.19	Licenses
    and Permits	24
	5.20	Compliance
    with Laws	25
	5.21	Intellectual
    Property	25
	5.22	Customers
    and Suppliers	26
	5.23	Accounts
    Receivable and Payable; Loans	26
	5.24	Pre-payments	27
	5.25	Employees	27
	5.26	Employment
    Matters	28
	5.27	Withholding	29
	5.28	Employee
    Benefits and Compensation	29
	5.29	Real
    Property	31
	5.30	Accounts	31
	5.31	Tax
    Matters	32
	5.32	Environmental
    Laws	34
	5.33	Finders’
    Fees	34
	5.34	Powers
    of Attorney and Suretyships	34
	5.35	Directors
    and Officers	34
	5.36	Other
    Information	35
	5.37	Certain
    Business Practices	35
	5.38	Money
    Laundering Laws	35
	5.39	OFAC	35
	5.40	Not
    an Investment Company	35
	5.41	Financial
    Projections	36
	5.42	Unanimous
    Approval..	36
	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT, PURCHASER AND MERGER SUB	36
	6.1	Corporate
    Existence and Power	36
	6.2	Corporate
    Authorization	36
	6.3	Governmental
    Authorization	36
	6.4	Non-Contravention	37
	6.5	Finders’
    Fees	37
	6.6	Issuance
    of Shares	37
	6.7	Capitalization	37
	6.8	Information
    Supplied	38
	6.9	Trust
    Fund	38
	6.10	Listing	38
	6.11	Board
    Approval	38
	6.12	Parent
    SEC Documents and Purchaser Financial Statements	39


 




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	ARTICLE VII COVENANTS OF THE COMPANY PENDING CLOSING	40
	7.1	Conduct
    of the Business	40
	7.2	Access
    to Information	41
	7.3	Notices
    of Certain Events	42
	7.4	Annual
    and Interim Financial Statements	42
	7.5	SEC
    Filings.	43
	7.6	Financial
    Information	43
	7.7	Trust
    Account	43
	7.8	Employees
    of the Company and the Manager	43
	7.9	Application
    for Permits	44
	 	 	 
	ARTICLE VIII COVENANTS OF THE COMPANY	44
	8.1	Reporting
    and Compliance with Laws	44
	8.2	Best
    Efforts to Obtain Consents	44
	 	 	 
	ARTICLE IX COVENANTS OF ALL PARTIES HERETO	44
	9.1	Best
    Efforts; Further Assurances	44
	9.2	Tax
    Matters	44
	9.3	Settlement
    of Purchaser Liabilities	45
	9.4	Compliance
    with SPAC Agreements	45
	9.5	Registration
    Statement	46
	9.6	Confidentiality	46
	9.7	Available
    Funding	46
	 	 	 
	ARTICLE X CONDITIONS TO CLOSING	47
	10.1	Condition
    to the Obligations of the Parties	47
	10.2	Conditions
    to Obligations of Parent and Purchaser	47
	10.3	Conditions
    to Obligations of the Company	48
	 	 	 
	ARTICLE XI INDEMNIFICATION	49
	11.1	Indemnification
    of Purchaser	49
	11.2	Procedure	49
	11.3	Escrow
    of Escrow Shares by Stockholder	51
	11.4	Periodic
    Payments	52
	11.5	Right
    of Set Off	52
	11.6	Payment
    of Indemnification	52
	11.7	Insurance	52
	11.8	Survival
    of Indemnification Rights	52


 




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	ARTICLE XII DISPUTE RESOLUTION	53
	12.1	Arbitration	53
	12.2	Waiver
    of Jury Trial; Exemplary Damages	54
	 	 	 
	ARTICLE XIII TERMINATION	55
	13.1	Termination
    Without Default	55
	13.2	Termination
    Upon Default	55
	13.3	No
    Other Termination	55
	13.4	Survival	55
	 	 	
	ARTICLE XIV MISCELLANEOUS	56
	14.1	Notices	56
	14.2	Amendments;
    No Waivers; Remedies	57
	14.3	Arm’s
    length bargaining; no presumption against drafter	57
	14.4	Publicity	57
	14.5	Expenses	58
	14.6	No
    Assignment or Delegation	58
	14.7	Governing
    Law	58
	14.8	Counterparts;
    facsimile signatures	58
	14.9	Entire
    Agreement	58
	14.10	Severability	58
	14.11	Construction
    of certain terms and references; captions	58
	14.12	Further
    Assurances	59
	14.13	Third
    Party Beneficiaries	59
	14.14	Waiver	59
	14.15	Stockholders’
    Representative	60


 




    	 	iv	 



     


    

 


MERGER
AGREEMENT


 


This
MERGER AGREEMENT (the “Agreement”), dated as of July 25, 2016 (the “Signing Date”), by and
among E-compass Acquisition Corp., a Cayman Islands exempted company (the “Parent”), iFresh Inc., a Delaware
corporation and wholly-owned subsidiary of Parent (the “Purchaser”), iFresh Merger Sub Inc., a Delaware corporation
and wholly-owned subsidiary of Purchaser (the “Merger Sub”), NYM Holding, Inc., a Delaware corporation (the
“Company”), the stockholders of the Company (each, a “Stockholder” and collectively the
“Stockholders”), and Long Deng, an individual, as the representative of the Stockholders (the “Stockholders’
Representative”).


 


W
I T N E S S E T H :


 


	 	A.	The
    Company is in the business of operating Asian/Chinese supermarkets and wholesale facilities that sell food and various other
    merchandise not typically available in mainstream supermarkets (the “Business”); 
	 	 	 
	 	B.	Parent
    is a blank check company formed for the sole purpose of entering into a share exchange, asset acquisition, share purchase,
    recapitalization, reorganization or other similar business combination with one or more businesses or entities; 
	 	 	 
	 	C.	Purchaser
    is a wholly-owned subsidiary of Parent and was formed for the sole purpose of the merger of the Parent with and into Purchaser,
    in which Purchaser will be the surviving corporation (the “Redomestication Merger”);  
	 	 	 
	 	D.	Immediately
    after the Redomestication Merger, the parties desire that Merger Sub merge with and into the Company, upon the terms and subject
    to the conditions set forth herein and in accordance with the Delaware General Corporation Law (the “Merger”),
    and that the shares of Company Common Stock (excluding any shares held in the treasury of the Company) and Company Stock Rights
    be converted upon the Merger into the right to receive the Applicable Per Share Merger Consideration, as is provided herein
    (Merger Sub and the Company are sometimes hereinafter referred to as the “Constituent Corporations” and
    the Company following the Merger is sometimes hereinafter referred to as the “Surviving Corporation”);
    


 


The
parties accordingly agree as follows:


 


ARTICLE
I

DEFINITIONS


 


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


 


1.1     “Action”
means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes
or otherwise.


 




    	 	1	 



     


    

 


1.2     “Additional
Agreements” means the Voting Agreement, Registration Rights Agreement, Escrow Agreement, Lock-Up Agreements and the
Option Agreement.


 


1.3     “Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
with such Person. For avoidance of any doubt, (a) with respect to all periods prior to the Closing, each Principal Stockholder
is an Affiliate of the Company, and (ii) with respect to all periods subsequent to the Closing, Purchaser is an Affiliate of the
Company.


 


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


 


1.5     “Books
and Records” means all books and records, ledgers, employee records, customer lists, files, correspondence, and other
records of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s
assets, the business or its transactions are otherwise reflected, other than stock books and minute books.


 


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


 


1.7     “Closing
Payment” means $5 million in cash and stock certificates representing, in the aggregate, 12,000,000 shares of Purchaser
Common Stock (the “Closing Payment Shares”) payable to the Stockholders and in such amounts set forth opposite
each Stockholder’s name on Schedule 1.7, with a deemed price per share of no less than $10.00.


 


1.8     “COBRA”
means collectively, the requirements of Sections 601 through 606 of ERISA and Section 4980B of the Code.


 


1.9     “Code”
means the Internal Revenue Code of 1986, as amended.


 


1.10     “Company
Stock Rights” means all options, warrants or other rights to purchase, convert or exchange into Company Common Stock.


 


1.11     “Contracts”
means the Leases and all contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses,
commitments, client contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written,
to which the Company is a party or by which any of its respective assets are bound, including any entered into by the Company
in compliance with Section 7.1 after the Signing Date and prior to the Closing, and all rights and benefits thereunder, including
all rights and benefits thereunder with respect to all cash and other property of third parties under the Company’s dominion
or control.


 




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1.12     “Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”,
“Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing,
a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”)
(i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of
the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated
or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner,
partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10%
Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law,
father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate
of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.


 


1.13     “Deferred
Underwriting Amount” means the portion of the underwriting discounts and commissions held in the Trust Account, which
the underwriters of the IPO are entitled to receive upon the Closing in accordance with the Trust Agreement.


 


1.14     “Dissenting
Shares” means any shares of Company Common Stock held by Stockholders who are entitled to appraisal rights under Delaware
law, and who have properly exercised, perfected and not subsequently withdrawn or lost or waived their rights to demand payment
with respect to their shares in accordance with Delaware law.


 


1.15     “Environmental
Laws” shall mean all Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity,
including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource
Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation
Act and the Clean Water Act.


 


1.16     “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.


 


1.17     “Escrow
Agreement” means the agreement in the form attached as Exhibit A hereto governing the Escrow Shares.


 


1.18     “Escrow
Shares” means shares of Purchaser Common Stock representing 20% of the aggregate amount of Closing Payment Shares.


 


1.19     “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


1.20     “Hazardous
Material” shall mean any material, emission, chemical, substance or waste that has been designated by any Governmental
Authority to be radioactive, toxic, hazardous, a pollutant or a contaminant.


 


1.21     “Hazardous
Materials Activity” shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal,
remediation, release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste
containing a Hazardous Material, or product manufactured with ozone depleting substances, including, without limitation, any required
labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back
or product content requirements.


 




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1.22     “IPO”
means the initial public offering of Parent pursuant to a prospectus dated August 12, 2015.


 


1.23     “Indebtedness”
means with respect to any Person, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances
of any kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements)
including with respect thereto, all interests, fees and costs, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating
to property purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property
or services (other than accounts payable to creditors for goods and services incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any lien or security interest on property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (f) all obligations of such Person under leases required to be accounted for as capital leases under
U.S. GAAP, (g) all guarantees by such Person and (h) any agreement to incur any of the same.


 


1.24     “Intellectual
Property Right” means any trademark, service mark, registration thereof or application for registration therefor, trade
name, license, invention, patent, patent application, trade secret, trade dress, know-how, copyright, copyrightable materials,
copyright registration, application for copyright registration, software programs, data bases, u.r.l.s., and any other type of
proprietary intellectual property right, and all embodiments and fixations thereof and related documentation, registrations and
franchises and all additions, improvements and accessions thereto, and with respect to each of the forgoing items in this definition,
which is owned or licensed or filed by the Company, or used or held for use in the Business, whether registered or unregistered
or domestic or foreign.


 


1.25     “Inventory”
is defined in the UCC.


 


1.26     “Law”
means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.


 


1.27     “Leases”
means the leases with respect to the stores, warehouses and parking lots leased by the Company at the locations as set forth on
Schedule 1.27 attached hereto, together with all fixtures and improvements erected on the premises leased thereby.


 


1.28     “Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.


 


1.29     “Lock-Up
Agreements” means the Lock-Up Agreements between Purchaser and each of the Stockholders, pursuant to which the Purchaser
Common Stock of each Stockholder will be locked up for one (1) year, each such Lock-Up Agreement in the form attached hereto as
Exhibit B.


 


1.30     “Material
Adverse Effect” or “Material Adverse Change” means a material adverse change or a material adverse
effect, individually or in the aggregate, upon on the assets, liabilities, condition (financial or otherwise), prospects, net
worth, management, earnings, cash flows, business, operations or properties of the Company and the Business, taken as a whole,
whether or not arising from transactions in the ordinary course of business.


 




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1.31     “Option
Agreement” means the agreement in the form attached as Exhibit C hereto governing the terms of Purchaser’s option
to purchase additional grocery stores owned by Long Deng.


 


1.32     “Order”
means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.


 


1.33     “Parent
Ordinary Shares” means the ordinary shares of common stock, par value $0.0001 per share, of Parent.


 


1.34     “Parent
Rights” means the right to receive one-tenth (1/10) of a Parent Ordinary Share.


 


1.35     “Parent
Securities” means the Parent Ordinary Shares, Parent Rights, Parent Units and Parent UPO, collectively.


 


1.36     “Parent
UPO” means the option issued to Cantor Fitzgerald & Co. (and/or its designee), to purchase up to an aggregate of
300,000 Parent Units at a price of $10.00 per Parent Unit.


 


1.37     “Parent
Unit” means one Parent Ordinary Share and one Parent Right.


 


1.38     “Permitted
Liens” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies
of title insurance which have been made available to Purchaser; and (ii) mechanics’, carriers’, workers’, repairers’
and similar statutory Liens arising or incurred in the ordinary course of business for amounts (A) that are not delinquent, (B)
that are not material to the business, operations and financial condition of the Company so encumbered, either individually or
in the aggregate, (C) not resulting from a breach, default or violation by the Company of any Contract or Law, and (D) the Liens
set forth on Schedule 5.15(c).


 


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


 


1.40     “Pre-Closing
Period” means any period that ends on or before the Closing Date or with respect to a period that includes but does
not end on the Closing Date, the portion of such period through and including the day of the Closing.


 


1.41     “Principal
Stockholder” means Long Deng.


 


1.42     “Purchaser
Common Stock” means the common stock of Purchaser.


 




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1.43     “Purchaser
Securities” means the Purchaser Common Stock, Purchaser Preferred Stock, Purchaser Units, Purchaser Rights and Purchaser
UPO, collectively.


 


1.44     “Purchaser
Rights” means the right to receive one-tenth (1/10) of a Purchaser Ordinary Share.


 


1.45     “Purchaser
UPO” means the option issued to Cantor Fitzgerald & Co. (and/or its designee) to purchase up to an aggregate of
300,000 Purchaser Units at a price of $10.00 per Purchaser Unit.


 


1.46     “Purchaser
Unit” means one Purchaser Ordinary Share and one Purchaser Right.


 


1.47     “Real
Property” means, collectively, all real properties and interests therein (including the right to use), together with
all buildings, fixtures, trade fixtures, plant and other improvements located thereon or attached thereto; all rights arising
out of use thereof (including air, water, oil and mineral rights); and all subleases, franchises, licenses, permits, easements
and rights-of-way which are appurtenant thereto.


 


1.48     “Registration
Rights Agreement” means the agreement in the form attached as Exhibit D hereto governing the resale of the Closing Payment
Shares.


 


1.49     “Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002, as amended.


 


1.50     “SEC”
means the Securities and Exchange Commission.


 


1.51     “Securities
Act” means the Securities Act of 1933, as amended.


 


1.52     “Subsidiary”
means each entity of which at least fifty percent (50%) of the capital stock or other equity or voting securities are Controlled
or owned, directly or indirectly, by the Company.


 


1.53     “Tangible
Personal Property” means all tangible personal property and interests therein, including machinery, computers and accessories,
furniture, office equipment, communications equipment, automobiles, trucks, forklifts and other vehicles owned or leased by the
Company and other tangible property, including the items listed on Schedule 5.15(b).


 


1.54     “Tax(es)”
means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or
nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales,
use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment
compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy,
recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including
under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section
1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together
with any interest, penalty, additions to tax or additional amount imposed with respect thereto.


 




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1.55     “Taxing
Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or
imposition of any Tax or the administration of any Law relating to any Tax.


 


1.56     “Tax
Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement,
and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined,
unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination,
assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.


 


1.57     “UCC”
means the Uniform Commercial Code of the State of New York, or any corresponding or succeeding provisions of Laws of the State
of New York, or any corresponding or succeeding provisions of Laws, in each case as the same may have been and hereafter may be
adopted, supplemented, modified, amended, restated or replaced from time to time.


 


1.58     “U.S.
GAAP” means U.S. generally accepted accounting principles, consistently applied.


 


ARTICLE
II

REDOMESTICATION MERGER


 


2.1     Redomestication
Merger. At the Redomestication Effective Time (as defined in Section 2.2), and subject to and upon the terms and conditions
of this Agreement, and in accordance with the applicable provisions of the Cayman Islands Companies Law (2013 Revision) (“Cayman
Law”) and the Delaware General Corporation Law (“Delaware Law”), respectively, Parent shall be merged
with and into Purchaser, the separate corporate existence of Parent shall cease and Purchaser shall continue as the surviving
corporation. Purchaser as the surviving corporation after the Redomestication Merger is hereinafter sometimes referred to as the
“Redomestication Surviving Corporation”.


 


2.2     Redomestication
Effective Time. The parties hereto shall cause the Redomestication Merger to be consummated by filing the Certificate of Merger
with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law, and the Plan
of Merger (and other documents required by Cayman Law) with the Registrar of Companies in the Cayman Islands, in accordance with
the relevant provisions of Cayman Law (the time of such filings, or such later time as specified in the Certificate of Merger
and the Plan of Merger, being the “Redomestication Effective Time”).


 


2.3     Effect
of the Redomestication Merger. At the Redomestication Effective Time, the effect of the Redomestication Merger shall be as
provided in this Agreement, the Certificate of Merger, the Plan of Merger and the applicable provisions of Delaware Law and Cayman
Law. Without limiting the generality of the foregoing, and subject thereto, at the Redomestication Effective Time, all the property,
rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Parent and Purchaser
shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of
the Redomestication Surviving Corporation, which shall include the assumption by the Redomestication Surviving Corporation of
any and all agreements, covenants, duties and obligations of the Parent set forth in this Agreement to be performed after the
Closing, and all securities of the Redomestication Surviving Corporation issued and outstanding as a result of the conversion
under Sections 2.6(b) and (d) hereof shall be listed on the public trading market on which the Parent Units were trading prior
to the Redomestication Merger.


 




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2.4     Memorandum
and Articles of Association. At the Redomestication Effective Time, the Amended and Restated Memorandum and Articles of Association
of the Parent, as in effect immediately prior to the Redomestication Effective Time, shall cease and the Certificate of Incorporation
and By-Laws of Purchaser (the “Charter Documents”), as in effect immediately prior to the Redomestication Effective
Time, shall be the Charter Documents of the Redomestication Surviving Corporation.


 


2.5     Directors
and Officers of the Redomestication Surviving Corporation. Immediately after the Redomestication Effective Time and prior
to the Closing of the Transaction, the board of directors of the Redomestication Surviving Corporation shall be the board of directors
of the Parent immediately prior to the Redomestication Merger.


 


2.6     Effect
on Issued Securities of Parent.


 


(a)     Conversion
of Parent Ordinary Shares.


 


(i)     At
the Redomestication Effective Time, every issued and outstanding Parent Ordinary Share (other than those described in Section
2.6(f) or Section 2.11 below) shall be converted automatically into one share of Purchaser Common Stock. At the Redomestication
Effective Time, all Parent Ordinary Shares shall cease to be issued and shall automatically be canceled and retired and shall
cease to exist. The holders of issued Parent Ordinary Shares immediately prior to the Redomestication Effective Time, as evidenced
by the register of members of the Parent (the “Register of Members”), shall cease to have any rights with respect
to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Ordinary
Shares shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock upon the surrender
of such certificate in accordance with Section 2.7.


 


(ii)     Each
holder of Parent Ordinary Shares (other those described in Section 2.6(f) or Section 2.11 below) listed on the Register of Members
shall thereafter have the right to receive the same number of shares of Purchaser Common Stock only.


 


(b)     Parent
Units. At the Redomestication Effective Time, every issued and outstanding Parent Unit shall be converted automatically into
one Purchaser Unit. At the Redomestication Effective Time, all Parent Units shall cease to be outstanding and shall automatically
be canceled and retired and shall cease to exist. The holders of issued Parent Units immediately prior to the Redomestication
Effective Time, as evidenced by the register of members, shall cease to have any rights with respect to such Parent Units, except
as provided herein or by Law. Each certificate (if any) previously evidencing Parent Units shall be exchanged for a certificate
representing the same number of Purchaser Units upon the surrender of such certificate in accordance with Section 2.7.


 




    	 	8	 



     


    

 


(c)     Parent
Rights. At the Redomestication Effective Time, every issued and outstanding Parent Right shall be converted automatically
into one Purchaser Right. At the Redomestication Effective Time, all Parent Rights shall cease to be outstanding and shall automatically
be canceled and retired and shall cease to exist. The holders of issued Parent Rights immediately prior to the Redomestication
Effective Time, as evidenced by the register of members shall cease to have any rights with respect to such Parent Rights, except
as provided herein or by Law. Each certificate (if any) previously evidencing Parent Rights shall be exchanged for a certificate
representing the same number of Purchaser Rights upon the surrender of such certificate in accordance with Section 2.7.


 


(d)     Parent
Unit Purchase Option. At the Redomestication Effective Time, each Parent UPO shall be converted into a Purchaser UPO. At the
Redomestication Effective Time, each Parent UPO shall cease to be outstanding and shall automatically be canceled and retired
and shall cease to exist. Each of the Purchaser UPOs shall have, and be subject to, the same terms and conditions set forth in
the applicable agreements governing the Parent UPOs that are outstanding immediately prior to the Redomestication Effective Time.
At or prior to the Redomestication Effective Time, Purchaser shall take all corporate action necessary to reserve for future issuance,
and shall maintain such reservation for so long as any of the Purchaser UPOs remain outstanding, a sufficient number of Purchaser
Units for delivery upon the exercise of such Purchaser UPOs and the exercise of the Purchaser Rights included in such Purchaser
UPOs.


 


(e)     Cancellation
of Parent Ordinary Shares Owned by Parent. At the Redomestication Effective Time, if there are any Parent Ordinary Shares
that are owned by the Parent as treasury shares or any Parent Ordinary Shares owned by any direct or indirect wholly owned subsidiary
of the Parent immediately prior to the Redomestication Effective Time, such shares shall be canceled and extinguished without
any conversion thereof or payment therefor.


 


(f)     Transfers
of Ownership. If any certificate for securities of Purchaser is to be issued in a name other than that in which the certificate
surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered
will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer
and that the person requesting such exchange will have paid to Purchaser or any agent designated by it any transfer or other Taxes
required by reason of the issuance of a certificate for securities of Purchaser in any name other than that of the registered
holder of the certificate surrendered, or established to the satisfaction of Purchaser or any agent designated by it that such
tax has been paid or is not payable.


 


(g)     No
Liability. Notwithstanding anything to the contrary in this Section 2.6, none of the Redomestication Surviving Corporation,
Purchaser or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any
applicable abandoned property, escheat or similar law.


 




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2.7     Surrender
of Certificates. All securities issued upon the surrender of Parent Securities in accordance with the terms hereof, shall
be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions
on the sale and transfer of Parent Securities shall also apply to the Purchaser Securities so issued in exchange.


 


2.8     Lost
Stolen or Destroyed Certificates. In the event any certificates shall have been lost, stolen or destroyed, Purchaser shall
issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit
of that fact by the holder thereof, such securities, as may be required pursuant to Section 2.7; provided, however, that
Redomestication Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against
any claim that may be made against the Redomestication Surviving Corporation with respect to the certificates alleged to have
been lost, stolen or destroyed


 


2.9     Section
368 Reorganization. For U.S. federal income tax purposes, the Redomestication Merger is intended to constitute a “reorganization”
within the meaning of Section 368(a) of the Code. The parties to this Agreement hereby (i) adopt this Agreement as a “plan
of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agree to file
and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations, and (iii) agree
to file all Tax and other informational returns on a basis consistent with such characterization. Notwithstanding the foregoing
or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation
or warranty as to the qualification of the Redomestication Merger as a reorganization under Section 368 of the Code or as to the
effect, if any, that any transaction consummated on, after or prior to the Redomestication Effective Time has or may have on any
such reorganization status. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent
legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own
Taxes, including any adverse Tax consequences that may result if the Redomestication Merger is determined not to qualify as a
reorganization under Section 368 of the Code.


 


2.10     Taking
of Necessary Action; Further Action. If, at any time after the Redomestication Effective Time, any further action is necessary
or desirable to carry out the purposes of this Agreement and to vest the Redomestication Surviving Corporation with full right,
title and possession to all assets, property, rights, privileges, powers and franchises of the Parent and Purchaser, the officers
and directors of Parent and Purchaser are fully authorized in the name of their respective corporations or otherwise to take,
and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.


 


2.11     Agreement
of Fair Value. Parent, Purchaser and the Company respectively agree that the consideration payable for the Parent Ordinary
Shares represents the fair value of such Parent Ordinary Shares for the purposes of Section 238(8) of Cayman Law.


 




    	 	10	 



     


    

 


ARTICLE
III

THE MERGER


 


3.1     The
Merger. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, immediately after the
Redomestication Merger, pursuant to an appropriate certificate of merger (the “Certificate of Merger“) and
in accordance with Delaware Law, Merger Sub shall be merged with and into the Company. Following the Merger, the separate corporate
existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving
Corporation“).


 


3.2     Closing;
Effective Time. Unless this Agreement is earlier terminated in accordance with Article XIII, the closing of the Merger (the
“Closing”) shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York, at
10:00 a.m. local time, on or before February 18, 2017, subject to the satisfaction or waiver (to the extent permitted by applicable
law) of the conditions set forth in Article X. The parties may participate in the Closing via electronic means. The date on which
the Closing actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the parties hereto
shall cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware, in such form as is required
by, and executed in accordance with, the relevant provisions of Delaware Law, and, as soon as practicable on or after the Closing
Date, shall make any and all other filings or recordings required under Delaware Law. The Merger shall become effective at such
date and time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date and time as
Merger Sub and the Company shall agree in writing and shall specify in the Certificate of Merger (the date and time the Merger
becomes effective being the “Effective Time”).


 


3.3     Board
of Directors. Immediately after the Closing, the Redomestication Surviving Corporation’s board of directors will
consist of five (5) directors. The Company shall designate four (4) directors, at least two (2) of whom shall qualify as independent
directors under the Securities Act and the rules of any applicable securities exchange. The Redomestication Surviving Corporation
shall designate (1) director from its pre-Merger board who shall qualify as an independent director under the Securities Act and
the rules of any applicable securities exchange. The parties to this Agreement shall enter into a two (2) year voting agreement
(the “Voting Agreement”) in form agreed to by the parties hereto relating to election of directors of the Surviving
Corporation.


 


3.4     Effects
of the Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and in the relevant
provisions of Delaware Law.


 


3.5     Certificate
of Incorporation; Bylaws.


 


(a)     At
the Effective Time, the certificate of incorporation of the Company shall become the certificate of incorporation of the Surviving
Corporation until thereafter amended in accordance with their terms and as provided by law.


 




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(b)     At
the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of the Company shall be
amended so that they read in their entirety as set forth in Exhibit E annexed hereto, and, as so amended, shall be the bylaws
of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of incorporation of the
Surviving Corporation and as provided by law.


 


3.6     No
Further Ownership Rights in Company Capital Stock. At the Effective Time, the stock transfer books of the Company shall be
closed and thereafter there shall be no further registration of transfers of shares of Company Capital Stock (as defined in Section
5.5) on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of shares
of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such
shares of Company Capital Stock, except as otherwise provided for herein or by Law.


 


3.7     Withholding
Rights. Notwithstanding anything to the contrary contained in this Agreement, Purchaser, the Company or the Stockholders’
Representative shall be entitled to deduct and withhold from the cash otherwise deliverable under this Agreement, and from any
other payments otherwise required pursuant to this Agreement or any Additional Agreement, such amounts as Purchaser, the Company
or the Stockholders’ Representative, as the case may be, are required to withhold and pay over to the applicable Authority
with respect to any such deliveries and payments under the Code or any provision of state, local, provincial or foreign Tax Law.
To the extent that amounts are so withheld and paid over, such withheld amounts shall be treated for all purposes of this Agreement
as having been delivered and paid to such Person in respect of which such deduction and withholding was made.


 


3.8     Rights
Not Transferable. The rights of the holders of Company Capital Stock as of immediately prior to the Effective Time are personal
to each such holder and shall not be assignable or otherwise transferable for any reason (except by will or by the operation of
the laws of descent after the death of a natural holder thereof). Any attempted transfer of such right by any holder thereof (otherwise
than as permitted by the immediately preceding sentence) shall be null and void.


 


3.9     Taking
of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable
to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and
under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company, the officers and
directors of the Surviving Corporation are fully authorized in the name and on behalf of the Company, to take all lawful action
necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.


 


3.10     Section
368 Reorganization. For U.S. federal income tax purposes, the Merger is intended to constitute a “reorganization”
within the meaning of Section 368(a) of the Code. The parties to this Agreement hereby (i) adopt this Agreement insofar as it
relates to the Merger as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States
Treasury regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United
States Treasury regulations, and (iii) agree to file all Tax and other informational returns on a basis consistent with such characterization.
Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree
that no party is making any representation or warranty as to the qualification of the Merger as a reorganization under Section
368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Effective Time has or
may have on any such reorganization status. Each of the parties acknowledge and agree that each such party and each of the stockholders
of the Company (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated
by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if
the Merger is determined not to qualify as a reorganization under Section 368 of the Code.


 




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ARTICLE
IV

CONVERSION OF SHARES; CLOSING MERGER CONSIDERATION


 


4.1     Conversion
of Capital Stock.


 


(a)     Conversion
of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub,
the Company or the Stockholders, each share of Company Common Stock issued and outstanding immediately prior to the Effective
Time shall be canceled and automatically converted into the right to receive, without interest, the applicable portion of the
Closing Payment for such share of Company Common Stock (the “Applicable Per Share Merger Consideration”) as
specified on Schedule 1.7 hereto. All fractional shares of Company Common Stock held by Stockholders shall be entitled to receive
the Applicable Per Share Merger Consideration with respect to such fractional shares.


 


(b)     Capital
Stock of Merger Sub. Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective
Time will, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be converted
into and become one share of common stock of the Surviving Corporation (and the shares of Surviving Corporation into which the
shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock
that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger
Sub common stock will, as of the Effective Time, evidence ownership of such share of common stock of the Surviving Corporation.


 


(c)     Treatment
of Company Capital Stock Owned by the Company. At the Effective Time, all shares of Company Capital Stock that are owned by
the Company as treasury stock immediately prior to the Effective Time shall be canceled and extinguished without any conversion
thereof.


 


(d)     No
Liability. Notwithstanding anything to the contrary in this Section 4.1, none of Surviving Corporation or any party hereto
shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property,
escheat or similar law.


 


(e)     Surrender
of Certificates. All shares of Purchaser Common Stock issued upon the surrender of shares of the Company Common Stock in accordance
with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, other
than any additional rights pursuant to this Agreement, provided that any restrictions on the sale and transfer of such shares
shall also apply to the Purchaser Common Stock so issued in exchange.


 




    	 	13	 



     


    

 


 


(f)     Lost,
Stolen or Destroyed Certificates. In the event any certificates for any Company Common Stock shall have been lost, stolen
or destroyed, Purchaser shall cause to be issued in exchange for such lost, stolen or destroyed certificates and for each such
share, upon the making of an affidavit of that fact by the holder thereof, the Applicable Per Share Merger Consideration; provided,
however, that Purchaser may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim
that may be made against Purchaser with respect to the certificates alleged to have been lost, stolen or destroyed.


 


4.2     Cash
Merger Consideration; Aggregate Merger Price. In addition to the Applicable Per Share Merger Consideration, the Stockholders
shall be entitled to receive, in the aggregate, $5 million, which will be distributed at the Closing via wire transfer to an account
to be provided by the Stockholders’ Representative (the “Cash Merger Consideration” and, together with
the Applicable Per Share Merger Consideration, the “Aggregate Merger Price”). 


 


4.3     Payment
of Merger Consideration.


 


(a)     No
certificates or scrip representing fractional shares of Purchaser Common Stock will be issued pursuant to the Merger, and such
fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Purchaser.


 


(b)     Legend.
Each certificate issued pursuant to the Merger to any holder of Company Common Stock shall bear the legend set forth below, or
legend substantially equivalent thereto, together with any other legends that may be required by any securities laws at the time
of the issuance of the Purchaser Common Stock:


 


THE
ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT OR (II) THE ISSUER OF THE ORDINARY SHARES HAS
RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
IS IN COMPLIANCE WITH THE ACT.


 




    	 	14	 



     


    

 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company hereby represents and warrants to Purchaser that each of the following representations and warranties is true, correct
and complete as of the date of this Agreement and as of the Closing Date.


 


5.1     Corporate
Existence and Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of
the State of Delaware. The Company has all power and authority, corporate and otherwise, and all governmental licenses, franchises,
Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on the Business
as presently conducted and as proposed to be conducted. The Company is not qualified to do business as a foreign entity in any
jurisdiction, except as set forth on Schedule 5.1, and there is no other jurisdiction in which the character of the property owned
or leased by the Company or the nature of its activities make qualification of the Company in any such jurisdiction necessary.
The Company has offices located only at the addresses set forth on Schedule 5.1. The Company has not taken any action, adopted
any plan, or made any agreement or commitment in respect of any merger, consolidation, sale of all or substantially all of its
assets, reorganization, recapitalization, dissolution or liquidation.


 


5.2     Authorization.
The execution, delivery and performance by the Company of this Agreement and the Additional Agreements and the consummation by
the Company of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly
authorized by all necessary action on the part of the Company, including the unanimous approval of the stockholders of the Company.
This Agreement constitutes, and, upon their execution and delivery, each of the Additional Agreements will constitute, a valid
and legally binding agreement of the Company enforceable against the Company in accordance with their respective terms.


 


5.3     Governmental
Authorization. Neither the execution, delivery nor performance by the Company of this Agreement or any Additional Agreements
requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with, any
Authority requiring a consent, approval, authorization, order or other action of or filing with any Authority as a result of the
execution, delivery and performance of this Agreement or any of the Additional Agreements or the consummation of the transactions
contemplated hereby or thereby (each of the foregoing, a “Governmental Approval”).


 


5.4     Non-Contravention.
None of the execution, delivery or performance by the Company of this Agreement or any Additional Agreements does or will (a)
contravene or conflict with the organizational or constitutive documents of the Company, (b) contravene or conflict with or constitute
a violation of any provision of any Law or Order binding upon or applicable to the Company, (c) except for the Contracts listed
on Schedule 5.11 requiring Company Consents (but only as to the need to obtain such Company Consents), constitute a default under
or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination,
cancellation, amendment or acceleration of any right or obligation of the Company or require any payment or reimbursement or to
a loss of any material benefit relating to the Business to which the Company is entitled under any provision of any Permit, Contract
or other instrument or obligations binding upon the Company or by which any of the Company Capital Stock or any of the Company’s
assets is or may be bound or any Permit, (d) result in the creation or imposition of any Lien on any of the Company Capital Stock
or any of the Company’s assets, (e) cause a loss of any material benefit relating to the Business to which the Company is
entitled under any provision of any Permit or Contract binding upon the Company, or (f) result in the creation or imposition of
any Lien (except for Permitted Liens) on any of the Company’s assets.


 




    	 	15	 



     


    

 


5.5     Capitalization.
The Company has an authorized capitalization consisting of 10,000 shares of common stock, $0.001 par value per share (the “Company
Common Stock”) and 0 shares of preferred stock, no par value per share (the “Company Preferred Stock”
and together with the Company Common Stock, and the Company Stock Rights, the “Company Capital Stock”) of which
1,000 shares of Company Common Stock are issued and outstanding as of the date hereof and 0 shares of Company Preferred Stock
are issued and outstanding. No Company Capital Stock is held in its treasury. All of the issued and outstanding Company Capital
Stock has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of any
preemptive or similar rights of any Person. All of the issued and outstanding Company Capital Stock is owned (and always has been
owned) of record and beneficially by the Persons set forth on Schedule 1.17. The only shares of Company Common Stock that will
be outstanding immediately after the Closing will be the Company Capital Stock owned by Purchaser. No other class of capital stock
of the Company is authorized or outstanding. There are no: (a) outstanding subscriptions, options, warrants, rights (including
“phantom stock rights”), calls, commitments, understandings, conversion rights, rights of exchange, plans or other
agreements of any kind providing for the purchase, issuance or sale of any shares of the capital stock of the Company, or (b)
to the knowledge of the Company, agreements with respect to any of the Company Capital Stock, including any voting trust, other
voting agreement or proxy with respect thereto.


 


5.6     Certificate
of Formation and Operating Agreement. Copies of (a) the certificate of incorporation of the Company, as certified by the Secretary
of State of its state of incorporation, and (b) the bylaws of the Company, certified by the secretary of the Company, have heretofore
been made available to Purchaser, and such copies are each true and complete copies of such instruments as amended and in effect
on the date hereof. The Company has not taken any action in violation or derogation of its certificate of incorporation or bylaws.


 


5.7     Corporate
Records. All proceedings occurring since December 30, 2014 of the board of directors, including committees thereof, and all
consents to actions taken thereby, are accurately reflected in the minutes and records contained in the corporate minute books
of the Company. The stock ledgers and stock transfer books of the Company are complete and accurate. The stock ledgers and stock
transfer books and minute book records of the Company relating to all issuances and transfers of stock by the Company, and all
proceedings of the board of directors, including committees thereof, and stockholders of the Company since December 30, 2014 have
been made available to Purchaser, and are the original stock ledgers and stock transfer books and minute book records of the Company
or true, correct and complete copies thereof.


 




    	 	16	 



     


    

 


5.8     Third
Parties. Other than the Principal Stockholder, the Company is not Controlled by any Person and, other than the Persons listed
on Schedule 5.8, the Company is not in Control of any other Person. Except as set forth on Schedule 5.8, to the Company’s
knowledge, no Key Personnel (as defined in Section 7.8) (a) engage in any business, except through the Company, or are employees
of or provide any service for compensation to, any other business concern or (b) own any equity security of any business concern,
except for publicly traded securities not in excess of 5% of the issued and outstanding securities with respect to such publicly
traded securities. Schedule 5.8 lists each Contract to which the Company, on the one hand, and any Stockholder beneficially owning
more than 10% of the common stock of the Company, or any affiliate of such a Stockholder (collectively, a “10% Stockholder”),
on the other hand, is a party. No Stockholder or any Affiliate of a Stockholder (i) owns, directly or indirectly, in whole or
in part, any tangible or intangible property (including Intellectual Property Rights) that the Company uses or the use of which
is necessary for the conduct of the Business or the ownership or operation of the Company’s assets, or (ii) have engaged
in any transactions with the Company. Schedule 5.8 sets forth a complete and accurate list of the Affiliates of the Company and
the ownership interests in the Affiliate of the Company and each Stockholder.


 


5.9     Assumed
Names. Schedule 5.9 is a complete and correct list of all assumed or “doing business as” names currently or, within
five (5) years of the date of this Agreement, used by the Company, including names on any websites. Since December 30, 2014, the
Company has not used any name other than the names listed on Schedule 5.9 to conduct the Business. The Company has filed appropriate
“doing business as” certificates in all applicable jurisdictions with respect to itself.


 


5.10     Subsidiaries.


 


(a)     Except
as set forth on Schedule 5.10, the Company does not currently own and within the past five (5) years has not owned directly or
indirectly, securities or other ownership interests in any other entity. The Company owns 100% of the issued and outstanding capital
stock and securities of each Person listed on Schedule 5.10. None of the Company or any of its Subsidiaries is a party to any
agreement relating to the formation of any joint venture, association or other entity.


 


(b)     Each
Subsidiary is a corporation duly organized, validly existing and in good standing under and by virtue of the Laws of the jurisdiction
of its formation set forth by its name on Schedule 5.10. Each Subsidiary has all power and authority, corporate and otherwise,
and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties
and assets and to carry on the Business as presently conducted and as proposed to be conducted. No Subsidiary is qualified to
do business as a foreign entity in any jurisdiction, except as set forth by its name on Schedule 5.10, and there is no other jurisdiction
in which the character of the property owned or leased by any Subsidiary or the nature of its activities make qualification of
such Subsidiary in any such jurisdiction necessary. Each Subsidiary has offices located only at the addresses set forth by its
name on Schedule 5.10. No Subsidiary has taken any action, adopted any plan, or made any agreement or commitment in respect of
any merger, consolidation, sale of all or substantially all of its assets, reorganization, recapitalization, dissolution or liquidation.


 




    	 	17	 



     


    

 


5.11     Consents.
The Contracts listed on Schedule 5.11 are the only Contracts binding upon the Company or by which any of the Company Capital Stock
or any of the Company’s assets are bound, requiring a consent, approval, authorization, order or other action of or filing
with any Person as a result of the execution, delivery and performance of this Agreement or any of the Additional Agreements or
the consummation of the transactions contemplated hereby or thereby (each of the foregoing, a “Company Consent”).


 


5.12     Financial
Statements.


 


(a)     Schedule
5.12 includes (i) the audited consolidated financial statements of the Company as of and for the fiscal years ended March 31,
2016 and 2015, consisting of the audited consolidated balance sheets as of such dates, the audited consolidated income statements
for the twelve (12) month periods ended on such dates, and the audited consolidated cash flow statements for the twelve (12) month
periods ended on such dates (collectively, the “Financial Statements” and the audited consolidated balance
sheet as of March 31, 2016 included therein, the “Balance Sheet”)).


 


(b)     The
Financial Statements are complete and accurate and fairly present, in conformity with U.S. GAAP applied on a consistent basis,
the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected
therein. The Financial Statements (i) were prepared from the Books and Records of the Company; (ii) were prepared on an accrual
basis in accordance with U.S. GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for
a fair presentation of the Company’s financial condition as of their dates including for all warranty, maintenance, service
and indemnification obligations; and (iv) contain and reflect adequate provisions for all liabilities for all material Taxes applicable
to the Company with respect to the periods then ended. The Company has delivered to Purchaser complete and accurate copies of
all “management letters” received by it from its accountants and all responses during the last five (5) years by lawyers
engaged by the Company to inquiries from its accountant or any predecessor accountants.


 


(c)     Except
as specifically disclosed, reflected or fully reserved against on the Balance Sheet, and for liabilities and obligations of a
similar nature and in similar amounts incurred in the ordinary course of business since the date of the Balance Sheet, there are
no liabilities, debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted
or unasserted or otherwise) relating to the Company. All debts and liabilities, fixed or contingent, which should be included
under U.S. GAAP on the Balance Sheet are included therein.


 


(d)     The
balance sheet included in the Financial Statements accurately reflects the outstanding Indebtedness of the Company as of the date
thereof. Except as set forth on Schedule 5.12, the Company does not have any Indebtedness.


 


(e)     All
financial projections delivered by or on behalf of the Company to Purchaser with respect to the Business were prepared in good
faith using assumptions that the Company believes to be reasonable and the Company is not aware of the existence of any fact or
occurrence of any circumstances that is reasonably likely to have an Material Adverse Effect.


 




    	 	18	 



     


    

 


5.13     Books
and Records. The Company shall make all Books and Records of the Company available to Purchaser for its inspection and shall
deliver to Purchaser complete and accurate copies of all documents referred to in the Schedules to this Agreement or that Purchaser
otherwise has requested within 30 days from the Signing Date. All Contracts, documents, and other papers or copies thereof delivered
to Purchaser by or on behalf of the Company are accurate, complete, and authentic.


 


(a)     The
Books and Records accurately and fairly, in reasonable detail, reflect the transactions and dispositions of assets of and the
providing of services by the Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that:


 


(i)     transactions
are executed only in accordance with the respective management’s authorization;


 


(ii)     all
income and expense items are promptly and properly recorded for the relevant periods in accordance with the revenue recognition
and expense policies maintained by the Company, as permitted by U.S. GAAP;


 


(iii)     access
to assets is permitted only in accordance with the respective management’s authorization; and


 


(iv)     recorded
assets are compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.


 


(b)     All
accounts, books and ledgers of the Company have been properly and accurately kept and completed in all material respects, and
there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The Company does not have any
records, systems controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent
on or held by any means (including any mechanical, electronic or photographic process, whether computerized or not) which (including
all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct
control of the Company and which is not located at the relevant office.


 


5.14     Absence
of Certain Changes. Since the date of the Balance Sheet (the “Balance Sheet Date”), the Company has conducted
the Business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, since the
Balance Sheet Date, there has not been:


 


(a)     any
Material Adverse Effect or any material diminishment in the value to Purchaser of the transactions contemplated hereby;


 


(b)     any
transaction, Contract or other instrument entered into, or commitment made, by the Company relating to the Business, or any of
the Company’s assets (including the acquisition or disposition of any assets) or any relinquishment by the Company of any
Contract or other right, in either case other than transactions and commitments in the ordinary course of business consistent
in all respects, including kind and amount, with past practices and those contemplated by this Agreement;


 




    	 	19	 



     


    

 


(c)     (i)
any redemption of, declaration, setting aside or payment of any dividend or other distribution with respect to any capital stock
or other equity interests in the Company; (ii) any issuance by the Company of shares of capital stock or other equity interests
in the Company, or (iii) any repurchase, redemption or other acquisition, or any amendment of any term, by the Company of any
outstanding shares of capital stock or other equity interests;


 


(d)     (i)
any creation or other incurrence of any Lien other than Permitted Liens on the Company Capital Stock or any of the Company’s
assets, and (ii) any making of any loan, advance or capital contributions to or investment in any Person by the Company;


 


(e)     any
material personal property damage, destruction or casualty loss or personal injury loss (whether or not covered by insurance)
affecting the business or assets of the Company;


 


(f)     increased
benefits payable under any existing severance or termination pay policies or employment agreements; entered into any employment,
deferred compensation or other similar agreement (or amended any such existing agreement) with any director, officer, manager
or employee of the Company; established, adopted or amended (except as required by law) any bonus, profit-sharing, thrift, pension,
retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering
any director, officer, manager or employee of the Company; or increased any compensation, bonus or other benefits payable to any
director, officer, manager or employee of the Company, other than increases to non-officer employees in the ordinary course of
business consistent with past practices;


 


(g)     any
material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative
thereof to organize any employees of the Company, which employees were not subject to a collective bargaining agreement at the
Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees
of the Company;


 


(h)     any
sale, transfer, lease to others or otherwise disposition of any of its assets by the Company except for inventory sold in the
ordinary course of business consistent with past practices or immaterial amounts of other Tangible Personal Property not required
by its business;


 


(i)     (i)
any amendment to or termination of any Material Contract, (ii) any amendment to any material license or material permit from any
Authority held by the Company, (iii) any receipt of any notice of termination of any of the items referenced in (i) and (ii);
and (iv) a material default by the Company under any Material Contract, or any material license or material permit from any Authority
held by the Company;


 


(j)     any
capital expenditure by the Company in excess in any fiscal month of an aggregate of $500,000 or entering into any lease of capital
equipment or property under which the annual lease charges exceed $200,000 in the aggregate by the Company;


 




    	 	20	 



     


    

 


(k)     any
institution of litigation, settlement or agreement to settle any litigation, action, proceeding or investigation before any court
or governmental body relating to the Company or its property or suffering of any actual or threatened litigation, action, proceeding
or investigation before any court or governmental body relating to the Company or its property;


 


(l)     any
loan of any monies to any Person or guarantee of any obligations of any Person by the Company;


 


(m)     except
as required by GAAP, any change in the accounting methods or practices (including, without limitation, any change in depreciation
or amortization policies or rates) of the Company or any revaluation of any of the assets of the Company;


 


(n)     any
amendment to the Company’s organizational documents, or any engagement by the Company in any merger, consolidation, reorganization,
reclassification, liquidation, dissolution or similar transaction;


 


(o)     any
acquisition of assets (other than acquisitions of inventory in the ordinary course of business consistent with past practice)
or business of any Person;


 


(p)     any
material Tax election made by the Company outside of the ordinary course of business consistent with past practice, or any material
Tax election changed or revoked by the Company; any material claim, notice, audit report or assessment in respect of Taxes settled
or compromised by the Company; any annual Tax accounting period changed by the Company; any Tax allocation agreement, Tax sharing
agreement, Tax indemnity agreement or closing agreement relating to any Tax entered into by the Company; or any right to claim
a material Tax refund surrendered by the Company; or


 


(q)     any
commitment or agreement to do any of the foregoing.


 


     Since
the Balance Sheet Date through and including the date hereof, the Company has not taken any action nor has any event occurred
which would have violated the covenants of the Company set forth in Section 8.1 herein if such action had been taken or such event
had occurred between the date hereof and the Closing Date.


 


5.15     Properties;
Title to the Company’s Assets.


 


(a)     The
items of Tangible Personal Property have no defects, are in good operating condition and repair and function in accordance with
their intended uses (ordinary wear and tear excepted) and have been properly maintained, and are suitable for their present uses
and meet all specifications and warranty requirements with respect thereto.


 


(b)     Schedule
5.15(b) sets forth a description and location of each item of the Tangible Personal Property, as of a date within five days of
the date of this Agreement. All of the Tangible Personal Property is located at the office of the Company.


 


(c)     The
Company has good, valid and marketable title in and to, or in the case of the Leases and the assets which are leased or licensed
pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of their assets reflected on the Balance
Sheet or acquired after March 31, 2016. No such asset is subject to any Liens other than Permitted Liens. The Company’s
assets constitute all of the assets of any kind or description whatsoever, including goodwill, for the Company to operate the
Business immediately after the Closing in the same manner as the Business is currently being conducted.


 




    	 	21	 



     


    

 


5.16     Litigation.
There is no Action (or any basis therefore) pending against, or to the best knowledge of the Company threatened against or affecting,
the Company, any of its officers or directors, the Business, or any Company Capital Stock or any of the Company’s assets
or any Contract before any court, Authority or official or which in any manner challenges or seeks to prevent, enjoin, alter or
delay the transactions contemplated hereby or by the Additional Agreements. There are no outstanding judgments against the Company.
The Company is not, and has not been in the past five (5) years, subject to any proceeding with any Authority.


 


5.17     Contracts.


 


(a)     Schedule
5.17(a) lists all material Contracts, oral or written (collectively, “Material Contracts”) to which the Company
is a party and which are currently in effect and constitute the following:


 


(i)     all
Contracts that require annual payments or expenses by, or annual payments or income to, the Company of $1,000,000 or more (other
than standard purchase and sale orders entered into in the ordinary course of business consistent with past practice);


 


(ii)     all
sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements,
in each case requiring the payment of any commissions by the Company in excess of $1,000,000 annually;


 


(iii)     all
employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former
officer, director, employee or consultant of the Company or other Person, under which the Company (A) has continuing obligations
for payment of annual compensation of at least $1,000,000 (other than oral arrangements for at-will employment), (B) has severance
or post termination obligations to such Person (other than COBRA obligations), or (C) has an obligation to make a payment upon
consummation of the transactions contemplated hereby or as a result of a change of control of the Company;


 


(iv)     all
Contracts creating a joint venture, strategic alliance, limited liability company and partnership agreements to which the Company
is a party;


 


(v)     all
Contracts relating to any acquisitions or dispositions of assets by the Company;


 


(vi)     all
Contracts for material licensing agreements, including Contracts licensing Intellectual Property Rights, other than “shrink
wrap” licenses;


 




    	 	22	 



     


    

 


(vii)     all
Contracts relating to secrecy, confidentiality and nondisclosure agreements restricting the conduct of the Company or substantially
limiting the freedom of the Company to compete in any line of business or with any Person or in any geographic area;


 


(viii)     all
Contracts relating to patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other Intellectual
Property Rights of the Company;


 


(ix)     all
Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the
Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations;


 


(x)     all
Contracts with or pertaining to the Company to which any 10% Stockholder is a party;


 


(xi)     all
Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company holds a leasehold
interest (including the Leases) and which involve payments to the lessor thereunder in excess of $100,000 per month;


 


(xii)     all
Contracts relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically
interest-bearing) such as notes, mortgages, loans and lines of credit;


 


(xiii)     any
Contract relating to the voting or control of the equity interests of the Company or the election of directors of the Company
(other than the Organizational Documents of the Company);


 


(xiv)     any
Contract not cancellable by the Company with no more than 60 days’ notice if the effect of such cancellation would result
in monetary penalty to the Company in excess of $500,000 per the terms of such contract;


 


(xv)     any
Contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated
by this Agreement or any of the Additional Agreements to which the Company is a party; and


 


(xvi)     any
Contract for which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by
the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any
of the transactions contemplated by this Agreement.


 




    	 	23	 



     


    

 


(b)     Each
Contract is a valid and binding agreement, and is in full force and effect, and neither the Company nor, to the Company’s
best knowledge, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of
notice or both) under the terms of any such Material Contract. The Company has not assigned, delegated, or otherwise transferred
any of its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto
or to any of the Company’s assets. No Contract (i) requires the Company to post a bond or deliver any other form of security
or payment to secure its obligations thereunder or (ii) imposes any non-competition covenants that may be binding on, or restrict
the Business or require any payments by or with respect to Purchaser or any of its Affiliates. The Company shall, within 30 days
of the Signing Date, provide to Purchaser true and correct (A) fully executed copies of each written Material Contract and (B)
written summaries of each oral Material Contract.


 


(c)     None
of the execution, delivery or performance by the Company of this Agreement or Additional Agreements to which the Company is a
party or the consummation by the Company of the transactions contemplated hereby or thereby constitutes a default under or gives
rise to any right of termination, cancellation or acceleration of any obligation of the Company or to a loss of any material benefit
to which the Company is entitled under any provision of any Material Contract.


 


(d)     The
Company is in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments
or agreements evidencing any Indebtedness.


 


5.18     Insurance.
Schedule 5.18 contains a true, complete and correct list (including the names and addresses of the insurers, the names of the
Persons if other than the Company to whom such insurance policies have been issued, the expiration dates thereof, the annual premiums
and payment terms thereof, whether it is a “claims made” or an “occurrence” policy and a brief identification
of the nature of the policy) of all liability, property, workers’ compensation and other insurance policies currently in
effect that insure the property, assets or business of the Company or its employees (other than self-obtained insurance policies
by such employees). Each such insurance policy is valid and binding and in full force and effect, all premiums due thereunder
have been paid and the Company has not received any notice of cancellation or termination in respect of any such policy or default
thereunder. The Company believes such insurance policies, in light of the nature of the Company’s business, assets and properties,
are in amounts and have coverage that are reasonable and customary for Persons engaged in such business and having such assets
and properties. Neither the Company, nor, to the knowledge of the Company, the Person to whom such policy has been issued, has
received notice that any insurer under any policy referred to in this Section 5.18 is denying liability with respect to a claim
thereunder or defending under a reservation of rights clause. Within the last two (2) years the Company has not filed for any
claims exceeding $2,000,000 against any of its insurance policies, exclusive of automobile and health insurance policies. The
Company has not received written notice from any of its insurance carriers or brokers that any premiums will be materially increased
in the future, and does not have any reason to believe that any insurance coverage listed on Schedule 5.18 will not be available
in the future on substantially the same terms as now in effect.


 


5.19     Licenses
and Permits. Schedule 5.19 correctly lists each license, franchise, permit, order or approval or other similar authorization
affecting, or relating in any way to, the Business, together with the name of the Authority issuing the same (the “Permits”).
Except as indicated on Schedule ‎5.19, such Permits are valid and in full force and effect, and none of the Permits will,
assuming the related third party consents have been obtained or waived prior to the Closing Date, be terminated or impaired or
become terminable as a result of the transactions contemplated hereby. The Company has all Permits necessary to operate the Business.


 




    	 	24	 



     


    

 


5.20     Compliance
with Laws. The Company is not in violation of, has not violated, and to the Company’s best knowledge, is neither under
investigation with respect to nor has been threatened to be charged with or given notice of any violation or alleged violation
of, any Law, or judgment, order or decree entered by any court, arbitrator or Authority, domestic or foreign, nor is there any
basis for any such charge and within the last 24 months the Company has not received any subpoenas by any Authority.


 


(a)     Without
limiting the foregoing paragraph, the Company is not in violation of, has not violated, and to the Company’s best knowledge
is not under investigation with respect to nor has been threatened or charged with or given notice of any violation of any provisions
of:


 


(i)     any
Law applicable due to the specific nature of the Business;


 


(ii)     the
Foreign Corrupt Practices Act of 1977 (§§ 78dd-1 et seq.), as amended (the “Foreign Corrupt Practices Act”);


 


(iii)     any
comparable or similar Law of any jurisdiction; or


 


(iv)     any
Law regulating or covering conduct in, or the nature of, the workplace, including regarding sexual harassment or, on any impermissible
basis, a hostile work environment.


 


No
permit, license or registration is required by the Company in the conduct of the Business under any of the Laws described in this
Section 5.20.


 


5.21     Intellectual
Property.


 


(a)     Schedule
5.21 sets forth a true, correct and complete list of all Intellectual Property Rights, specifying as to each, as applicable: (i)
the nature of such Intellectual Property Right; (ii) the owner of such Intellectual Property Right; (iii) the jurisdictions by
or in which such Intellectual Property Right has been issued or registered or in which an application for such issuance or registration
has been filed; and (iv) all licenses, sublicenses and other agreements pursuant to which any Person is authorized to use such
Intellectual Property Right.


 


(b)     Within
the past five (5) years (or prior thereto if the same is still pending or subject to appeal or reinstatement) the Company has
not been sued or charged in writing with or been a defendant in any Action that involves a claim of infringement of any Intellectual
Property Rights, and the Company has no knowledge of any other claim of infringement by the Company, and no knowledge of any continuing
infringement by any other Person of any Intellectual Property Rights of the Company.


 




    	 	25	 



     


    

 


(c)     The
current use by the Company of the Intellectual Property Rights does not infringe, and the use by the Company of the Intellectual
Property Rights after the closing will not infringe, the rights of any other Person. Any Intellectual Property Rights used by
the Company in the performance of any services under any Contract is, and upon the performance of such Contract remains, owned
by the Company and no client, customer or other third-party has any claim of ownership on the Intellectual Property Rights.


 


(d)     All
employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any copyrightable,
patentable or trade secret material on behalf of the Company or any predecessor in interest thereto either: (i) is a party to
a “work-for-hire” agreement under which the Company is deemed to be the original owner/author of all property rights
therein; or (ii) has executed an assignment or an agreement to assign in favor of the Company (or such predecessor in interest,
as applicable) all right, title and interest in such material.


 


(e)     None
of the execution, delivery or performance by the Company of this Agreement or any of the Additional Agreements to which the Company
is a party or the consummation by the Company of the transactions contemplated hereby or thereby will cause any material item
of Intellectual Property Rights owned, licensed, used or held for use by the Company immediately prior to the Closing to not be
owned, licensed or available for use by the Company on substantially the same terms and conditions immediately following the Closing.


 


(f)     The
Company has taken reasonable measures to safeguard and maintain the confidentiality and value of all trade secrets and other items
of Company Intellectual Property that are confidential and all other confidential information, data and materials licensed by
the Company or otherwise used in the operation of the Business.


 


5.22     Customers
and Suppliers.


 


(a)     Schedule
5.22(a) sets forth a list of the Company’s ten (10) largest customers and the ten (10) largest suppliers as measured by
the dollar amount of purchases therefrom or thereby, for the Company’s March 31, 2016 and 2015 fiscal years, showing the
approximate total sales by the Company to each such customer and the approximate total purchases by the Company from each such
supplier, during each such period.


 


(b)     No
supplier listed on Schedule 5.22(a) and, to the actual knowledge of the Company, no customer listed on Schedule 5.22(a), has (i)
terminated its relationship with the Company, (ii) materially reduced its business with the Company or materially and adversely
modified its relationship with the Company, (iii) notified the Company in writing of its intention to take any such action, or
(iv) to the Knowledge of the Company, become insolvent or subject to bankruptcy proceedings.


 


5.23     Accounts
Receivable and Payable; Loans.


 


(a)     All
accounts receivable and notes of the Company reflected on the Financial Statements, and all accounts receivable and notes arising
subsequent to the date thereof, represent valid obligations arising from services actually performed or goods actually sold by
the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company reflected on
the Financial Statements, and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in
the ordinary course consistent with past practice.


 




    	 	26	 



     


    

 


(b)     To
the best of the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an
account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result
in a Material Adverse Effect. To the best of the Company’s knowledge, all accounts, receivables or notes are good and collectible
in the ordinary course of business.


 


(c)     The
information set forth on Schedule 5.23(c) separately identifies any and all accounts, receivables or notes of the Company which
are owed by any Affiliate of the Company. Except as set forth on Schedule 5.23(c), the Company is not indebted to any of its Affiliates
and no Affiliates are indebted to the Company.


 


5.24     Pre-payments.
The Company has not received any payments with respect to any services to be rendered or goods to be provided after the Closing
except in the ordinary course of business.


 


5.25     Employees.


 


(a)     Schedule
5.25(a) sets forth a true, correct and complete list of the ten (10) highest paid employees and independent contractors of the
Company as of June 30, 2016, including the name, department, title, employment or engagement commencement date, current salary
or compensation rate for each such person and total compensation (including bonuses) paid to each such person for the fiscal year
ended March 31, 2016. Unless indicated in such list, no salaried employee or independent contractor included in such list (i)
is currently on leave, (ii) has given written notice of his or her intent to terminate his or her relationship with the Company,
or (iii) has received written notice of such termination from the Company. To the actual knowledge of the Company, no salaried
employee or independent contractor (but specifically excluding all account executives) of the Company that earned an aggregate
amount of compensation in excess of $75,000 in the March 31, 2016 fiscal year intends to terminate his or her relationship with
the Company within six (6) months following the Closing Date. Schedule 5.25(a) sets forth all proceedings, governmental investigations
or administrative proceedings of any kind against the Company of which the Company has been notified regarding its employees or
employment practices, or operations as they pertain to conditions of employment within two (2) years preceding the date of this
Agreement.


 


(b)     The
Company is not a party to or subject to any employment contract, consulting agreement, collective bargaining agreement, confidentiality
agreement restricting the activities of the Company, non-competition agreement restricting the activities of the Company, or any
similar agreement, and there has been no activity or proceeding by a labor union or representative thereof to organize any employees
of the Company.


 


(c)     There
are no pending or, to the knowledge of the Company, threatened claims or proceedings against the Company under any worker’s
compensation policy or long-term disability policy.


 


(d)     Except
as would not have a Material Adverse Effect, the Company has properly classified all of its employees as exempt or non-exempt.


 




    	 	27	 



     


    

 


5.26     Employment
Matters.


 


(a)     Schedule
5.26(a) sets forth a true and complete list of every employment agreement, commission agreement, employee group or executive medical,
life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom
stock, stock option, stock purchase, stock appreciation right or severance plan of the Company now in effect or under which the
Company has or might have any obligation, or any understanding between the Company and any employee concerning the terms of such
employee’s employment that does not apply to the Company’s employees generally (collectively, “Labor Agreements”).
The Company has previously delivered to Purchaser true and complete copies of each such Labor Agreement, any employee handbook
or policy statement of the Company, and complete and correct information concerning the Company’s employees, including with
respect to the (i) name, residence address, and social security number; (ii) position; (iii) compensation; (iv) vacation and other
fringe benefits; (v) claims under any benefit plan; and (vii) resident alien status (if applicable). Schedule 5.26(a) sets forth
a true and complete list of the names, addresses and titles of the directors, officers and managers of the Company.


 


(b)     Except
as disclosed on Schedule 5.26(b):


 


(i)     all
employees of the Company are employees at will, and the employment of each employee by the Company may be terminated immediately
by the Company, as applicable, without any cost or liability except severance in accordance with the Company’s standard
severance practice as disclosed on Schedule 5.26(b);


 


(ii)     to
the best knowledge of the Company, no employee of the Company has any plan to terminate his or her employment now or in the near
future, whether as a result of the transactions contemplated hereby or otherwise;


 


(iii)     to
the best knowledge of the Company, no employee of the Company, in the ordinary course of his or her duties, has breached or will
breach any obligation to a former employer in respect of any covenant against competition or soliciting clients or employees or
servicing clients or confidentiality or any proprietary right of such former employer; and


 


(iv)     the
Company is not a party to any collective bargaining agreement, does not have any material labor relations problems, and there
is no pending representation question or union organizing activity respecting employees of the Company.


 


(c)     The
Company has complied in all material respects with all Labor Agreements and all applicable laws relating to employment or labor.
There is no legal prohibition with respect to the permanent residence of any employee of the Company in the United States or his
or her permanent employment by the Company. No present or former employee, officer, director or manager of the Company has, or
will have at the Closing Date, any claim against the Company for any matter including for wages, salary, or vacation or sick pay,
or otherwise under any Labor Agreement. All accrued obligations of the Company applicable to its employees, whether arising by
operation of Law, by Contract, by past custom or otherwise, for payments by the Company to any trust or other fund or to any Authority,
with respect to unemployment or disability compensation benefits, social security benefits, under ERISA or otherwise, have been
paid or adequate accruals therefor have been made.


 




    	 	28	 



     


    

 


5.27     Withholding.
All obligations of the Company applicable to its employees, whether arising by operation of Law, by contract, by past custom or
otherwise, or attributable to payments by the Company to trusts or other funds or to any governmental agency, with respect to
unemployment compensation benefits, social security benefits or any other benefits for its employees with respect to the employment
of said employees through the date hereof have been paid or adequate accruals therefor have been made on the Financial Statements.
All reasonably anticipated obligations of the Company with respect to such employees (except for those related to wages during
the pay period immediately prior to the Closing Date and arising in the ordinary course of business), whether arising by operation
of Law, by contract, by past custom, or otherwise, for salaries and holiday pay, bonuses and other forms of compensation payable
to such employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the
Company prior to the Closing Date.


 


5.28     Employee
Benefits and Compensation.


 


(a)     Schedule
5.28 sets forth a true and complete list of each “employee benefit plan” (as defined in Section 3(3) of ERISA), bonus,
deferred compensation, equity-based or non-equity-based incentive, severance or other plan or written agreement relating to employee
or director benefits or employee or director compensation or fringe benefits, maintained or contributed to by the Company at any
time during the 7-calendar year period immediately preceding the date hereof and/or with respect to which the Company could incur
or could have incurred any direct or indirect, fixed or contingent liability (each a “Plan” and collectively,
the “Plans”). Each Plan is and has been maintained in substantial compliance with all applicable laws, including
but not limited to ERISA, and has been administered and operated in all material respects in accordance with its terms.


 


(b)     Each
Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code, has received a favorable
determination letter from the Internal Revenue Service and, to the knowledge of the Company, no event has occurred and no condition
exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a
“reportable event” (as defined in Section 4043(c) of ERISA) for which the 30-day notice requirement has not been waived
by the Pension Benefit Guaranty Corporation (the “PBGC”) has occurred with respect to any Plan. No Plan subject
to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA.
Full payment has been made of all amounts which the Company was required under the terms of the Plans to have paid as contributions
to such Plans on or prior to the date hereof (excluding any amounts not yet due) and no Plan which is subject to Part 3 of Subtitle
B of Title I of ERISA has incurred an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA
or Section 412 of the Code), whether or not waived.


 




    	 	29	 



     


    

 


(c)     Neither
the Company nor to the knowledge of the Company, any other “disqualified person” or “party in interest”
(as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively), has engaged in any transaction in connection
with any Plan that could reasonably be expected to result in the imposition of a penalty pursuant to Section 502(i) of ERISA,
damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. The Company has not maintained any
Plan (other than a Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code) which
provides benefits with respect to current or former employees or directors following their termination of service with the Company
(other than as required pursuant to COBRA). Each Plan subject to the requirements of COBRA has been operated in substantial compliance
therewith.


 


(d)     No
individual will accrue or receive additional benefits, service or accelerated rights to payment of benefits as a direct result
of the Transaction. No material liability, claim, investigation, audit, action or litigation has been incurred, made, commenced
or, to the knowledge of the Company, threatened, by or against any Plan or the Company with respect to any Plan (other than for
benefits payable in the ordinary course and PBGC insurance premiums). No Plan or related trust owns any securities in violation
of Section 407 of ERISA. With respect to each Plan which is an “employee pension benefit plan” (as defined in Section
3(2) of ERISA) as of the most recent actuarial valuation report prepared for each such Plan, the aggregate present value of the
accrued liabilities thereof (determined in accordance with Statement of Financial Accounting Standards No. 35) did not exceed
the aggregate fair market value of the assets allocable thereto.


 


(e)     No
Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and the Company has not been obligated
to contribute to any multiemployer plan. No material liability has been, or could reasonably be expected to be, incurred under
Title IV of ERISA (other than for PBGC insurance premiums payable in the ordinary course) or Section 412(f) or (n) of the Code,
by the Company or any entity required to be aggregated with the Company pursuant to Section 4001(b) of ERISA and/or Section 414
(b), (c), (m) or (o) of the Code with respect to any “employee pension benefit plan” (as defined in Section 3(2) of
ERISA).


 


(f)     There
is no unfunded non-tax-qualified Plan which provides a pension or retirement benefit.


 


(g)     The
Company has not made any commitment to create or cause to exist any employee benefit plan which is not listed on Schedule 5.28,
or to modify, change or terminate any Plan (other than as may be necessary for compliance with applicable law).


 


(h)     The
Company does not have any plan, arrangement or agreement providing for “deferred compensation” that is subject to
Section 409A(a) of the Code, or any plan, arrangement or agreement that is subject to Section 409A(b) of the Code.


 


(i)     With
respect to each Plan, the Company has delivered or caused to be delivered to Purchaser and its counsel true and complete copies
of the following documents, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto; (ii)
the current summary plan description with any applicable summaries of material modifications thereto as well as any other material
employee or government communications; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements;
(iv) the most recent IRS determination letter and, if a request for such a letter has been filed and is currently pending with
the IRS, a copy of such filing; (v) the three most recently prepared IRS Forms 5500; (vi) the three most recently prepared financial
statements; and (vii) all material related contracts, including without limitation, insurance contracts, service provider agreements
and investment management and investment advisory agreements.


 




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5.29     Real
Property.


 


(a)     Except
as set forth on Schedule 5.29, the Company does not own, or otherwise have an interest in, any Real Property, including under
any Real Property lease, sublease, space sharing, license or other occupancy agreement. The Company has good, valid and subsisting
title to its respective leasehold estates in the offices described on Schedule 5.29, free and clear of all Liens. The Company
has not breached or violated any local zoning ordinance, and no notice from any Person has been received by the Company or served
upon the Company claiming any violation of any local zoning ordinance.


 


(b)     With
respect to the Leases: (i) they are valid, binding and in full force and effect; (ii) all rents and additional rents and other
sums, expenses and charges due thereunder have been paid; (iii) the lessees have been in peaceable possession since the commencement
of the original term thereof; (iv) no waiver, indulgence or postponement of the lessees’ obligations thereunder have been
granted by the lessors; (v) there exists no default or event of default thereunder by the Company or, to the Company’s knowledge,
by any other party thereto; (vi) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time
or the happening of any further event or condition, would become a default or event of default by the Company thereunder; and
(vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company
holds the leasehold estate on the Leases free and clear of all Liens, except for Liens of mortgagees of the Real Property in which
such leasehold estate is located. The Real Property leased by the Company is in a state of maintenance and repair in all material
respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration
works likely to be required in connection with any of the leased Real Property. The Company is in physical possession and actual
and exclusive occupation of the whole of the leased properties, none of which are subleased or assigned to another Person. The
Leases lease all useable square footage of the premises located at the leased Real Property locations. The Company does not owe
any brokerage commission with respect to any Real Property.


 


5.30     Accounts.
Schedule 5.30 sets forth a true, complete and correct list of the checking accounts, deposit accounts, safe deposit boxes, and
brokerage, commodity and similar accounts of the Company, including the account number and name, the name of each depositary or
financial institution and the address where such account is located and the authorized signatories thereto.


 






    	 	31	 



     


    

 


5.31     Tax
Matters.


 


(a)     (i)
The Company has duly and timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all
Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate and disclose all Taxes required
to be paid; (iii) all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes
in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best knowledge of the Company,
threatened, with respect to Taxes of the Company or for which a Lien may be imposed upon any of the Company’s assets and,
to the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment
or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived
or extended, which waiver or extension is in effect; (vi) the Company has complied in all material respects with all applicable
Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid
over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required
to be withheld or collected by the Company; (vii) the transactions contemplated hereby are not subject to withholding under Section
1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed
with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company is required
to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior
to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company is “tax-exempt use property”
within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section
168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision);
(xi) there is no Lien for Taxes upon any of the assets of the Company; (xii) there is no outstanding request for a ruling from
any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request
for information by any Taxing Authority, or closing agreement (within the meaning of Section 7121 of the Code or any analogous
provision of applicable Law), with respect to the Company; (xiii) no claim has ever been made by a Taxing Authority in a jurisdiction
where the Company has not paid any Tax or filed Tax Returns, asserting that the Company is or may be subject to Tax in such jurisdiction;
(xiv) the Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports
and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period
ending after March 31, 2010; (xv) there is no outstanding power of attorney from the Company authorizing anyone to act on behalf
of the Company in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company; (xvi) the Company
is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xvii) the Company is and has never been included
in any consolidated, combined or unitary Tax Return; (xviii) to the knowledge of the Company, no issue has been raised by a Taxing
Authority in any prior Action relating to the Company with respect to any Tax for any period which, by application of the same
or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company for any other period;
(xix) the Company has not requested any extension of time within which to file any Tax Return, which Tax Return has since not
been filed; (xx) the Company is not a party to any Contract for services that would result, individually or in the aggregate,
in the payment of any amount that would not be deductible by the Company by reason of Section 162 or 404 of the Code; (xxi) the
Company is not a party to a Contract that requires or would upon the occurrence of certain events require the Company to make
a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable
compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) the Company
is not a “consenting corporation” within the meaning of Section 341(f) of the Code (as in effect prior to the repeal
of such provision); (xxiii) the Company has never made or been required to make an election under Section 336 or 338 of the Code;
(xxiv) during the last two years, the Company has not engaged in any exchange under which gain realized on the exchange was not
recognized under Section 1031 of the Code; (xxv) the Company was not a “distributing corporation” or a “controlled
corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series
of related transactions (within the meaning of Section 355(e) of the Code) with any transaction contemplated by this Agreement;
(xxvi) the Company is not, and has never been, a “personal holding company” (within the meaning of Section 542 of
the Code), a stockholder in a “controlled foreign corporation” (within the meaning of Section 957 of the Code), a
“foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the repeal
of such section), or a “passive foreign investment company” (within the meaning of Section 1297 of the Code), or,
an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the
outstanding indebtedness of the Company constitutes indebtedness to which any interest deduction may be limited or disallowed
under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of applicable Law); (xxviii) the Company
is not and has not been a “United States real property holding corporation” (within the meaning of Code Section 897(c)(2))
at any time during the period specified in Section 897(c)(l)(A)(ii) of the Code; (xxix) the Company is not and has not been treated
as a foreign corporation for U.S. federal income tax purposes, and (xxx) the Company is not an “investment company”
for purposes of Sections 351(e) or 368 of the Code and the Treasury Regulations promulgated thereunder.


 






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(b)     The
Company has not entered into a “reportable transaction” (within the meaning of Section 6707A of the Code or Treasury
Regulations §1.6011-4 or any predecessor thereof) and has not participated in any “nondisclosed noneconomic substance
transaction” within the meaning of Section 6662(i)(2) of the Code. In the case of any transaction that could result in a
“substantial understatement of income tax” (within the meaning of Section 6662(d) of the Code) of the Company if the
claimed Tax treatment were disallowed, the Company has “substantial authority” (within the meaning of Section 6662(d)
of the Code) for the claimed treatment, or in the case of a transaction other than a “tax shelter” (within the meaning
of Section 6662(d)(2)(C)(ii) of the Code), has “adequately disclosed” (within the meaning of Section 6662(d) of the
Code) on its applicable income Tax Return the relevant facts affecting the Tax treatment and there is a reasonable basis for such
Tax treatment. The Company has not been a party to a transaction that does not have economic substance within the meaning of Section
7701(a) of the Code or that fails to meet the requirements of any similar rule of law as used in Section 6662(b)(6) of the Code.


 


(c)     The
Company is not required to include any adjustment under Section 481 or 482 of the Code (or any corresponding provision of applicable
Law) in income for any period ending after the Balance Sheet Date. The Company will not be required to include any item of income
or exclude any item of deduction for any taxable period ending after the Closing Date as a result of: (i) any intercompany transaction
or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of applicable
Law); (ii) an election under Section 108(i) of the Code; or (iii) use of an installment sale, open transaction, income forecast
or completed contract method of accounting with respect to any transaction that occurred on or before the Closing Date.


 


(d)     The
unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather
than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Balance
Sheet and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of the Company in filing its Tax Return.


 






    	 	33	 



     


    

 


(e)     The
Stockholders acknowledge that following the Closing, any FIRPTA Certificate or IRS Forms W-9 or applicable W-8 delivered to Purchaser
pursuant to Section 10.2(p) will be retained by Purchaser, and will be made available to the Taxing Authorities upon request.


 


5.32     Environmental
Laws.


 


(a)     The
Company has not (i) received any written notice of any alleged claim, violation of or liability under any Environmental Law which
has not heretofore been cured or for which there is any remaining liability; (ii) disposed of, emitted, discharged, handled, stored,
transported, used or released any Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous
Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any liability or corrective
or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that may require it to guarantee, reimburse,
pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the
Hazardous Materials Activities of the Company, except in each case as would not, individually or in the aggregate, have a Material
Adverse Effect.


 


(b)     The
Company has delivered to Purchaser all material records in its possession concerning the Hazardous Materials Activities of the
Company and all environmental audits and environmental assessments in the possession or control of the Company of any facility
currently owned, leased or used by the Company which identifies the potential for any violations of Environmental Law or the presence
of Hazardous Materials on any property currently owned, leased or used by the Company.


 


(c)     There
are no Hazardous Materials in, on, or under any properties owned, leased or used at any time by the Company such as could give
rise to any material liability or corrective or remedial obligation of the Company under any Environmental Laws.


 


5.33     Finders’
Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act
on behalf of the Company or any of Affiliates who might be entitled to any fee or commission from Purchaser or any of its Affiliates
(including the Company following the Closing) upon consummation of the transactions contemplated by this Agreement.


 


5.34     Powers
of Attorney and Suretyships. The Company does not have any general or special powers of attorney outstanding (whether as grantor
or grantee thereof) or any obligation or liability (whether actual, accrued, accruing, contingent, or otherwise) as guarantor,
surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person.


 


5.35     Directors
and Officers. Schedule 5.35 sets forth a true, correct and complete list of all directors and officers of the Company.


 






    	 	34	 



     


    

 


5.36     Other
Information. Neither this Agreement nor any of the documents or other information made available to Purchaser or its Affiliates,
attorneys, accountants, agents or representatives pursuant hereto or in connection with Purchaser’s due diligence review
of the Business, the Company Capital Stock, the Company’s assets or the transactions contemplated by this Agreement contains
or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make
the statements contained therein not misleading. The Company has provided Purchaser with all requested material information regarding
the Business.


 


5.37     Certain
Business Practices. Neither the Company, nor any director, officer, agent or employee of the Company (in their capacities
as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political
activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political
parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment.
Neither the Company, nor any director, officer, agent or employee of the Company (nor any Person acting on behalf of any of the
foregoing, but solely in his or her capacity as a director, officer, employee or agent of the Company) has, since December 30,
2014, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier,
governmental employee or other Person who is or may be in a position to help or hinder the Company or assist the Company in connection
with any actual or proposed transaction, which, if not given could reasonably be expected to have had a Material Adverse Effect
on the Company, or which, if not continued in the future, could reasonably be expected to adversely affect the business or prospects
of the Company or that could reasonably be expected to subject the Company to suit or penalty in any private or governmental litigation
or proceeding.


 


5.38     Money
Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with laundering statutes
in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”),
and no Action involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.


 


5.39     OFAC.
Neither the Company, nor any director or officer of the Company (nor, to the knowledge of the Company, any agent, employee, affiliate
or Person acting on behalf of the Company) is currently identified on the specially designated nationals or other blocked person
list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company has not, directly or indirectly, used any funds, or loaned, contributed
or otherwise made available such funds to any subsidiary, joint venture partner or other Person, in connection with any sales
or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the
activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last
five (5) fiscal years.


 


5.40     Not
an Investment Company. The Company is not an “investment company” within the meaning of the Investment Company
Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 






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5.41     Financial
Projections. The Company’s EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) for the fiscal years
ended March 31, 2017, 2018 and 2019 will be $12 million, $15 million and $20 million, respectively. The Company will have 13,
21 and 41 grocery stores in operation by March 31, 2017, 2018 and 2019, respectively.


 


5.42     Unanimous
Approval. The Stockholders have unanimously approved this Agreement and the transactions contemplated hereby. Accordingly,
there are no Dissenting Shares.


 


ARTICLE
VI

REPRESENTATIONS AND WARRANTIES OF PARENT, PURCHASER AND MERGER SUB


 


Parent,
Purchaser and Merger Sub (the “Purchaser Parties”), jointly and severally, hereby represent and warrant to
the Company that, except as disclosed in the Parent SEC Documents:


 


6.1     Corporate
Existence and Power. Parent is a exempted company duly incorporated, validly existing and in good standing under the laws
of the Cayman Islands. Purchaser is a company duly organized, validly existing and in good standing under the laws of the State
of Delaware. Merger Sub is a company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Each of the Purchaser Parties has all power and authority, corporate and otherwise, and all governmental licenses, franchises,
Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business
as presently conducted and as proposed to be conducted. None of the Purchaser Parties has entered into any definitive agreements
with respect to any merger, consolidation, sale of all or substantially all of its assets, reorganization, recapitalization, dissolution
or liquidation.


 


6.2     Corporate
Authorization. The execution, delivery and performance by the Purchaser Parties of this Agreement and the Additional Agreements
and the consummation by the Purchaser Parties of the transactions contemplated hereby and thereby are within the corporate powers
of the Purchaser Parties and have been duly authorized by all necessary corporate action on the part of the Purchaser Parties,
including each of the Purchaser Parties’ board of directors and shareholders (excluding the Parent’s) to the extent
required by the their organizational documents, Cayman Law, any other applicable Law or any contract to which the Company or any
of its shareholders is a party or by which or its securities are bound. This Agreement has been duly executed and delivered by
each Purchaser Party and it constitutes, and upon their execution and delivery, the Additional Agreements will constitute, a valid
and legally binding agreement of each Purchaser Party, enforceable against them in accordance with its terms.


 


6.3     Governmental
Authorization. Other than as required under Cayman Law or Delaware Law, or as otherwise set forth on Schedule 6.3, neither
the execution, delivery nor performance of this Agreement requires any consent, approval, license or other action by or in respect
of, or registration, declaration or filing with any Authority.


 






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6.4     Non-Contravention.
The execution, delivery and performance by the Purchaser Parties of this Agreement do not and will not, (i) provided that holders
of fewer than the number of Parent Ordinary Shares specified in the Parent’s organizational documents exercise their redemption
rights with respect to such transaction, contravene or conflict with the organizational or constitutive documents of Parent, or
(ii) contravene or conflict with or constitute a violation of any provision of any Law, judgment, injunction, order, writ, or
decree binding upon the Purchaser Parties.


 


6.5     Finders’
Fees. Except for the Deferred Underwriting Amount, there is no investment banker, broker, finder or other intermediary which
has been retained by or is authorized to act on behalf of any Purchaser Party or its Affiliates who might be entitled to any fee
or commission from the Company or any of its Affiliates upon consummation of the transactions contemplated by this Agreement or
any of the Additional Agreements.


 


6.6     Issuance
of Shares. The Closing Payment Shares, when issued in accordance with this Agreement, will be duly authorized and validly
issued, and will be fully paid and nonassessable.


 


6.7     Capitalization.


 


(a)     The
authorized share capital of Parent consists of 100,000,000 Parent Ordinary Shares, and 1,000,000 preferred shares, par value $0.0001
per share, of which 5,310,000 Parent Ordinary Shares are issued and outstanding as of the date hereof and 0 preferred shares are
issued and outstanding. 330,000 Parent Ordinary Shares are reserved for issuance upon the exercise of the Parent Units underlying
the Parent UPO and 431,000 Parent Ordinary Shares are reserved for issuance upon the exercise of the Parent Rights. All outstanding
Parent Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation
of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision
of Cayman Law, the Parent’s organizational documents or any contract to which Parent is a party or by which Parent is bound.
Except as set forth in the Parent’s organizational documents and the Parent SEC Documents, there are no outstanding contractual
obligations of Parent to repurchase, redeem or otherwise acquire any Parent Ordinary Shares or any capital equity of Parent. There
are no outstanding contractual obligations of Parent to provide funds to, or make any investment (in the form of a loan, capital
contribution or otherwise) in, any other Person.


 


(b)     The
authorized capital stock of Purchaser consists of 100,000,000 shares of common stock, par value $0.0001 per share (“Purchaser
Common Stock”), and 1,000,000 preferred shares, par value $0.0001 per share, of which 100 shares of Purchaser Common
Stock and 0 shares of such preferred stock are issued and outstanding as of the date hereof. No other shares of capital stock
or other voting securities of Purchaser are issued, reserved for issuance or outstanding. All issued and outstanding shares of
Purchaser Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation
of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision
of Delaware Law, the Purchaser’s organizational documents or any contract to which Purchaser is a party or by which Purchaser
is bound. Except as set forth in the Purchaser’s organizational documents, there are no outstanding contractual obligations
of Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser Common Stock or any capital equity of Purchaser.
There are no outstanding contractual obligations of Purchaser to provide funds to, or make any investment (in the form of a loan,
capital contribution or otherwise) in, any other Person.


 






    	 	37	 



     


    

 


(c)     The
authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share (“Merger
Sub Common Stock”) of which 100 shares of Merger Sub Common Stock are issued and outstanding as of the date hereof.
No other shares of capital stock or other voting securities of Merger Sub are issued, reserved for issuance or outstanding. All
issued and outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and nonassessable and
not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or
any similar right under any provision of Delaware Law, the Merger Sub’s organizational documents or any contract to which
Merger Sub is a party or by which Merger Sub is bound. Except as set forth in the Merger Sub’s organizational documents,
there are no outstanding contractual obligations of Merger Sub to repurchase, redeem or otherwise acquire any shares of Merger
Sub Common Stock or any capital equity of Merger Sub. There are no outstanding contractual obligations of Merger Sub to provide
funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.


 


6.8     Information
Supplied. None of the information supplied or to be supplied by any Purchaser Party expressly for inclusion or incorporation
by reference in the filings with the SEC and mailings to Parent’s stockholders with respect to the solicitation of proxies
to approve the transactions contemplated by this Agreement will, at the date of filing and/ or mailing, as the case may be, contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications
and limitations set forth in the materials provided by Parent or that is included in the Parent SEC Documents).


 


6.9     Trust
Fund. As of the date of this Agreement, Purchaser has at least $40,800,000 in the trust fund established by Parent for the
benefit of its public stockholders (the “Trust Fund”) in a trust account at Morgan Stanley (the “Trust
Account”), and such monies are invested in “government securities” (as such term is defined in the Investment
Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”)
pursuant to the Investment Management Trust Agreement, dated as of August 12, 2015, between Parent and the Trustee (the “Trust
Agreement”).


 


6.10     Listing.
The Parent Units are listed on the Nasdaq Capital Market, with trading tickets ECACU, ECAC and ECAR.


 


6.11     Board
Approval. Each of the Parent Board, Purchaser Board and Merger Sub Board (including any required committee or subgroup of
such boards) has, as of the date of this Agreement, unanimously (i) declared the advisability of the transactions contemplated
by this Agreement, (ii) determined that the transactions contemplated hereby are in the best interests of the stockholders of
Parent, Purchaser and Merger Sub, as applicable, and (iii) determined that the transactions contemplated hereby constitutes an
"Acquisition Transaction" as such term is defined in Purchaser’s amended and restated certificate of incorporation
and bylaws.


 






    	 	38	 



     


    

 


6.12     Parent
SEC Documents and Purchaser Financial Statements. Parent has filed all forms, reports, schedules, statements and other documents,
including any exhibits thereto, required to be filed or furnished by Parent with the SEC since Parent’s formation under
the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will file all such
forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “Additional
Parent SEC Documents”). Parent has made available to the Company copies in the form filed with the SEC of all of the
following, except to the extent available in full without redaction on the SEC’s website through EDGAR for at least two
(2) days prior to the date of this Agreement: (i) Parent’s Annual Reports on Form 10-K for each fiscal year of Parent beginning
with the first year Parent was required to file such a form, (ii) all proxy statements relating to Parent’s meetings of
stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since the beginning
of the first fiscal year referred to in clause (i) above, (iii) its Quarterly Reports on Form 10-Q filed since the beginning of
the first fiscal year referred to in clause (i) above, (iv) its Current Reports on Form 8-K filed since the beginning of the first
fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other
than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section
6.12) filed by Parent with the SEC since Parent’s formation (the forms, reports, registration statements and other documents
referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through EDGAR, are, collectively, the (“Parent
SEC Documents”). The Parent SEC Documents were, and the Additional Parent SEC Documents will be, prepared in all material
respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act, as the case
may be, and the rules and regulations thereunder. The Parent SEC Documents did not, and the Additional Parent SEC Documents will
not, at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained in
any Parent SEC Document or Additional Parent SEC Document has been or is revised or superseded by a later filed Parent SEC Document
or Additional Parent SEC Document, then on the date of such filing) contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading. As used in this Section 6.12, the term “file” shall
be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available
to the SEC.


 


ARTICLE
VII

COVENANTS OF THE COMPANY PENDING CLOSING


 


The
Company and the Stockholders covenant and agree that:


 


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


 


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


 


(ii)         amend,
waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract (including
Contracts described in Section 7.1(a)(iii)) below), or any other right or asset of the Company;


 






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(iii)         modify,
amend or enter into any contract, agreement, lease, license or commitment, which (A) is with respect to Real Property, (B) extends
for a term of one year or more or (C) obligates the payment of more than $1,000,000 (individually or in the aggregate);


 


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


 


(v)         sell,
lease, license or otherwise dispose of any of the Company’s assets or assets covered by any Contract except (i) pursuant
to existing contracts or commitments disclosed herein and (ii) sales of Inventory in the ordinary course consistent with past
practice;


 


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


 


(vii)       pay,
declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to
pay any other payments to any stockholder of the Company (other than, in the case of any stockholder that is an employee of the
Company, payments of salary accrued in said period at the current salary rate set forth on Schedule 5.25(a)) or any Affiliate
of the Company;


 


(viii)      authorize
any salary increase of more than 10% for any employee of the Company making an annual salary equal to or greater than $100,000
or in excess of $100,000 in the aggregate on an annual basis or change the bonus or profit sharing policies of the Company;


 


(ix)        obtain
or incur any loan or other Indebtedness, including drawings under the Company’s existing lines of credit;


 


(x)         suffer
or incur any Lien, except for Permitted Liens, on the Company’s assets;


 


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


 


(xii)       delay,
accelerate or cancel any receivables or Indebtedness owed to the Company or write off or make further reserves against the same;


 






    	 	40	 



     


    

 


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


 


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


 


(xv)       amend
any of its plans set forth in Section 5.28(a) or fail to continue to make timely contributions thereto in accordance with the
terms thereof;


 


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


 


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


 


(xviii)    extend
any loans other than travel or other expense advances to employees in the ordinary course of business not to exceed $1,000.00
individually or $10,000.00 in the aggregate;


 


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


 


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


 


(xxi)       make
or change any material Tax election or change any annual Tax accounting periods; or


 


(xxii)       agree
to do any of the foregoing.


 


(b)     The
Company shall not (i) take or agree to take any action that might make any representation or warranty of the Company inaccurate
or misleading in any respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit to take,
any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect at any
such time.


 


7.2     Access
to Information.


 


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


 






    	 	41	 



     


    

 


(b)     If
requested by the Purchaser, the Company shall arrange for representatives of Purchaser to meet with or speak to the representatives
of the ten (10) largest suppliers of the Company.


 


7.3     Notices
of Certain Events. The Company shall promptly notify Purchaser of:


 


(a)     any
notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be
required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement
might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges
of the Company (or Purchaser, post-Closing) to any such Person or create any Lien on any Company Capital Stock or any of the Company’s
assets;


 


(b)     any
notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional
Agreements;


 


(c)     any
Actions commenced or threatened against, relating to or involving or otherwise affecting the Company, any stockholder of the Company,
Company Capital Stock or the Company’s assets or the Business or that relate to the consummation of the transactions contemplated
by this Agreement or the Additional Agreements;


 


(d)     the
occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result,
in a Material Adverse Change; and


 


(e)     the
occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder
by the Company to be false or misleading in any respect or to omit or fail to state a material fact.


 


7.4     Annual
and Interim Financial Statements. From the date hereof through the Closing Date, within forty (45) calendar days following
the end of each three-month quarterly period, the Company shall deliver to Purchaser an unaudited consolidated summary of its
earnings and an unaudited consolidated balance sheet for the period from the Balance Sheet Date through the end of such quarterly
period and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief
Financial Officer of the Company to the effect that all such financial statements fairly present the financial position and results
of operations of the Company as of the date or for the periods indicated, in accordance with U.S. GAAP, except as otherwise indicated
in such statements and subject to year-end audit adjustments. Such certificate shall also state that except as noted, from the
Balance Sheet Date through the end of the previous quarterly period there has been no Material Adverse Effect. The Company shall
also promptly deliver to Purchaser copies of any audited consolidated financial statements of the Company that the Company’s
certified public accountants may issue.


 






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7.5     SEC
Filings.


 


(a)     The
Company acknowledges that:


 


(i)     the
Parent’s stockholders must approve the transactions contemplated by this Agreement prior to the transactions contemplated
hereby being consummated and that, in connection with such approval, the Parent must call a special meeting of its stockholders
requiring Parent to prepare and file with the SEC a proxy statement and proxy card (the “Proxy Statement”),
which will be included in the Registration Statement;


 


(ii)     the
Parent will be required to file Quarterly and Annual reports that may be required to contain information about the transactions
contemplated by this Agreement; and


 


(iii)     the
Parent will be required to file Current Reports on Form 8-K to announce the transactions contemplated hereby and other significant
events that may occur in connection with such transactions.


 


(b)     In
connection with any filing the Parent makes with the SEC that requires information about the transactions contemplated by this
Agreement to be included, the Company will, and will use its best efforts to cause its Affiliates, in connection with the disclosure
included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, to use
their best efforts to (i) cooperate with the Parent, (ii) respond to questions about the Company required in any filing or requested
by the SEC in a timely fashion, and (iii) promptly provide any information requested by Parent or Parent’s representatives
in connection with any filing with the SEC. In the Proxy Statement distributed to the Parent’s stockholders, the effectiveness
of the Transaction shall be conditioned upon the approval of the Redomestication Merger, and the effectiveness of the Redomestication
Merger shall be conditioned upon the approval of the Transaction.


 


7.6     Financial
Information. The Company will promptly provide additional financial information requested by the Parent for inclusion in any
filings to be made by the Parent with the SEC. If requested by the Parent, such information must be reviewed or audited by the
Company’s auditors.


 


7.7     Trust
Account. The Company acknowledges that the Parent shall make appropriate arrangements to cause the funds in the Trust Account
to be disbursed in accordance with the Trust Agreement and for the payment of (i) all amounts payable to stockholders of Parent
holding Parent Ordinary Shares who shall have validly redeemed their Parent Ordinary Shares upon acceptance by the Parent of such
Parent Ordinary Shares, (ii) the expenses owed to third parties, (iii) the Deferred Underwriting Amount to the underwriter in
the IPO and (iv) the remaining monies in the Trust Account to Purchaser.


 


7.8     Employees
of the Company and the Manager. Schedule 7.8 lists those employees designated by the Company as key personnel of the Company
(the “Key Personnel”). The Key Personnel shall, as a condition to their continued employment with the Company,
execute and deliver to the Company non-solicitation, non-service and confidentiality agreements in form and substance satisfactory
to Purchaser (the “Confidentiality and Non-Solicitation Agreements”). The Company shall use its best efforts
to enter into Labor Agreements with each of its employees to the extent required by law prior to the Closing Date, and to satisfy
all accrued obligations of the Company applicable to its employees, whether arising by operation of Law, by Contract, by past
custom or otherwise, for payments by the Company to any trust or other fund or to any Authority, with respect to, social insurance
benefits, housing fund benefits, unemployment or disability compensation benefits or otherwise.


 






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7.9     Application
for Permits. The Company shall apply for all Permits listed on Schedule ‎5.19 as not being valid and in full force and
effect (the “Outstanding Permits”), and shall use its best efforts to obtain each Outstanding Permit and ensure
that the same are valid and in full force and effect as promptly as practicable hereafter, but in any event no later than the
Closing Date.


 


ARTICLE
VIII

COVENANTS OF THE COMPANY


 


The
Company agrees that:


 


8.1     Reporting
and Compliance with Laws. From the date hereof through the Closing Date, the Company shall duly and timely file all Tax Returns
required to be filed with the applicable Taxing Authorities, pay any and all Taxes required by any Taxing Authority and duly observe
and conform in all material respects, to all applicable Laws and Orders.


 


8.2     Best
Efforts to Obtain Consents. The Company shall use its best efforts to obtain each third party consent required under this
Agreement as promptly as practicable hereafter.


 


ARTICLE
IX

COVENANTS OF ALL PARTIES HERETO


 


The
parties hereto covenant and agree that:


 


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


 


9.2     Tax
Matters.


 


(a)     The
Stockholders’ Representative shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking
into account valid extensions of time to file) all Tax Returns of the Company required to be filed by the Company after the Closing
Date for taxable periods ending on or before the Closing Date. Such Tax Returns shall be true, correct and complete, shall be
prepared on a basis consistent with the similar Tax Returns for the immediately preceding taxable period, and shall not make,
amend, revoke or terminate any Tax election or change any accounting practice or procedure without the prior written consent of
the Purchaser. The cost of preparing such Tax Returns shall be borne by the Company. The Stockholders’ Representative shall
give a copy of each such Tax Return to the Purchaser with sufficient time prior to filing for its review and comment. The Stockholders’
Representative (prior to the Closing) and the Purchaser (following the Closing) shall cause the Company to cooperate in connection
with the preparation and filing of such Tax Returns, to timely pay the Tax shown to be due thereon, and to furnish the Purchaser
proof of such payment.


 






    	 	44	 



     


    

 


(b)     Purchaser
shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into account valid extensions
of time to file) all Tax Returns of the Company for taxable periods ending after the Closing Date. Any such Tax Returns for a
period that includes the Closing Date shall be true, correct and complete in all material respects, shall be prepared on a basis
consistent with the similar Tax Returns for the immediately preceding taxable period, and shall not make, amend, revoke or terminate
and tax election or change any accounting practice or procedure without the prior consent of the Stockholders’ Representative,
which consent shall not unreasonably be withheld, delayed or conditioned.


 


(c)     Following
the Closing, the Stockholders’ Representative may amend any Tax Return of the Company for any taxable period ending on or
before the Closing with the consent of Purchaser, which consent shall not unreasonably be withheld, delayed or conditioned. Purchaser
shall cause the Company to cooperate with the Stockholders’ Representative in connection with the preparation and filing
of such amended Tax Returns and any Tax proceeding in connection therewith. The cost of preparing and filing such amended Tax
Returns or participating in any such Tax proceeding shall be borne by the Company.


 


(d)     Following
the Closing, the Purchaser may amend any Tax Return of the Company for any taxable period ending on or before the Closing to correct
any errors, with the consent of the Stockholders’ Representative, which consent shall not unreasonably be withheld, delayed
or conditioned. The cost of preparing and filing such amended Tax Returns shall be borne by the Company.


 


(e)     Purchaser
shall retain (or cause the Company to retain) all Books and Records with respect to Tax matters of the Company for Pre-Closing
Periods for at least seven (7) years following the Closing Date and shall abide by all record retention agreements entered into
by or with respect to the Company with any Taxing Authority.


 


9.3     Settlement
of Purchaser Liabilities. Concurrently with the Closing, all outstanding liabilities of the Purchaser shall be settled and
paid in full, including reimbursement of out-of-pocket expenses reasonably incurred by Purchaser’s officers, directors,
or any of their respective Affiliates, in connection with identifying, investigating and consummating a business combination.


 


9.4     Compliance
with SPAC Agreements. The Company and Parent shall comply with each of the agreements entered into in connection with the
IPO, including without limitation that certain registration rights agreement, dated as of August 12, 2015 by and between Parent
and the investors named therein.


 






    	 	45	 



     


    

 


9.5     Registration
Statement. As soon as practicable after the date hereof, Parent shall prepare and file with the SEC a registration statement
on Form S-4 to register the issuance of the Purchaser Common Stock and Purchaser Units to be issued in the Redomestication Merger
(the “Registration Statement”). Parent shall cooperate and provide the Company (and its counsel) with a reasonable
opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same
with the SEC. The Company shall promptly provide Parent with such information concerning it that may be required or appropriate
for inclusion in the Registration Statement, or in any amendments or supplements thereto. Parent will use all commercially reasonable
efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after
such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions
contemplated hereby.


 


9.6     Confidentiality.
Except as necessary to complete the Proxy Statement and Registration Statement, the Company and the Stockholders, on the one hand,
and the Parent, the Purchaser, and Merger Sub, on the other hand, shall hold and shall cause their respective representatives
to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law,
all documents and information concerning the other party furnished to it by such other party or its representatives in connection
with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a)
previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later
lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished),
and each party shall not release or disclose such information to any other person, except its representatives in connection with
this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant
to applicable Laws, such party shall give timely written notice to the other parties so that such parties may have an opportunity
to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold
confidential information concerning or supplied by the other parties if it exercises the same care as it takes to preserve confidentiality
for its own similar information. The parties acknowledge that some previously confidential information will be required to be
disclosed in the Proxy Statement.


 


9.7     Available
Funding. Concurrently with or prior to the Closing, each party will use its best efforts to ensure that (a) Parent sells no
less than $15 million of Parent Ordinary Shares, convertible preferred shares, convertible notes or debt notes in a private placement,
and/or (ii) third-party investors have purchased Parent Ordinary Shares in the public markets prior to the Closing, such that,
in the aggregate, Purchaser has a gross amount of no less than $15 million in cash available to it immediately after the Closing.


 






    	 	46	 



     


    

 


ARTICLE
X

CONDITIONS TO CLOSING


 


10.1     Condition
to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction
of all the following conditions:


 


(a)     No
provisions of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing;


 


(b)     There
shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing;


 


(c)     The
Redomestication Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions; and


 


(d)     The
SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued.


 


10.2     Conditions
to Obligations of Parent and Purchaser. The obligation of Parent and Purchaser to consummate the Closing is subject to the
satisfaction, or the waiver at Purchaser’s sole and absolute discretion, of all the following further conditions:


 


(a)     The
Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date.


 


(b)     All
of the representations and warranties of the Company contained in this Agreement, the Additional Agreements and in any certificate
delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality
or Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true, correct and complete at and as
of the date of this Agreement (except as provided in the disclosure schedules or as provided for in Article V), or, (ii) if otherwise
specified, when made or when deemed to have been made, and (iii) be true, correct and complete as of the Closing Date, in the
case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse
Effect.


 


(c)     There
shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could
reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk.


 


(d)     Purchaser
shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the effect
set forth in clauses (a) through (c) of this Section 10.2.


 


(e)     No
court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a
proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting
the consummation of the Closing, the ownership by Purchaser of any of the Company Capital Stock or the effective operation of
the Business by the Company after the Closing Date.


 






    	 	47	 



     


    

 


(f)     Purchaser
shall have received copies of all required third party consents (including the consents of the landlords under the Leases), in
form and substance reasonably satisfactory to Purchaser, and no such third party consents shall have been revoked.


 


(g)     Purchaser
shall have received copies of all Governmental Approvals, in form and substance reasonably satisfactory to Purchaser, and no such
Governmental Approval shall have been revoked.


 


(h)     Counsel
to the Company shall have delivered an opinion in form and substance satisfactory to Purchaser’s counsel.


 


(i)     Parent
and Purchaser shall have received Schedules updated as of the Closing Date.


 


(j)     The
requisite majority of Parent’s shareholders shall have approved the transactions contemplated by this Agreement in accordance
with the provisions of Parent’s organizational documents and Cayman Law.


 


(k)     Purchaser
shall have at least $5,000,001 of net tangible assets on the Closing Date as detailed in the final prospectus from the IPO.


 


10.3     Conditions
to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or
the waiver at the Company’s discretion, of all of the following further conditions:


 


(a)     (i) Each
of the Parent and Purchaser shall have performed in all material respects all of their respective obligations hereunder required
to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Parent contained in this Agreement,
and in any certificate or other writing delivered by Parent or the Purchaser pursuant hereto, disregarding all qualifications
and exceptions contained therein relating to materiality shall be true and correct in all material respects at and as of the Closing
Date, as if made at and as of such date and (iii) the Company shall have received a certificate signed by an authorized officer
of Parent and the Purchaser to the foregoing effect.


 


(b)     Parent
has raised a minimum of $15 million in cash from its debt financing on terms reasonably acceptable to the Company prior to the
Closing.


 






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ARTICLE
XI

INDEMNIFICATION


 


11.1     Indemnification
of Purchaser. The Company (solely with respect to claims made under this Section 11.1 prior to the Closing), and the Stockholders
hereby jointly and severally agree to indemnify and hold harmless Purchaser, each of its Affiliates and each of its and their
respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees
(the “Purchaser Indemnitees”), against and in respect of any and all out-of-pocket loss, cost, payment, demand,
penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs
of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”)
incurred or sustained by any Purchaser Indemnitee as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment
or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of the Company or
the Stockholders contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant
hereto, (b) any actions by any third parties with respect to the Business (including breach of contract claims, violations of
warranties, trademark infringement, privacy violations, torts or consumer complaints) for any period on or prior to the Closing
Date (c) the violation of any Laws in connection with or with respect to the operation of the Business on prior to the Closing
Date, (d) any claims by any employee of the Company or any of its Subsidiaries with respect to any period or event occurring on
or prior to the Closing Date, or relating to the termination of employee’s employment status in connection with the transactions
contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of
the Company or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority
with respect to any Pre-Closing Period, or (f) any sales, use, transfer or similar Tax imposed on Purchaser or its Affiliates
as a result of any transaction contemplated by this Agreement. The total payments made by the Stockholders to the Purchaser Indemnitees
with respect to Losses shall not exceed $24 million (the “Indemnifiable Loss Limit”), except that the Indemnifiable
Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with breaches of Sections
5.15 (Properties; Title to the Company’s Assets), 5.25 (Employees), 5.26 (Employment Matters), 5.27 (Withholding), 5.28
(Employee Benefits and Compensation), 5.29 (Real Property), Section 5.31 (Tax Matters) or any of clauses (b) through (f) of this
Section 11.1. Notwithstanding anything set forth in this Section 11.1, any Losses incurred by any Purchaser Indemnitee arising
out of the failure of any Stockholder to perform any covenant or obligation to be performed by it at or after the Closing Date,
shall not, in any such case, be subject to or applied against the Indemnifiable Loss Limit. Any liability incurred by the Stockholders
pursuant to the terms of this Article XI shall be paid first by the return for cancellation of the Escrow Shares in accordance
with the terms of the Escrow Agreement.


 


11.2     Procedure.
The following shall apply with respect to all claims by any Purchaser Indemnitee (an “Indemnified Party”) for
indemnification:


 


(a)     An
Indemnified Party shall give the Stockholders’ Representative prompt notice (an “Indemnification Notice”)
of any third-party action with respect to which such Indemnified Party seeks indemnification pursuant to Section 11.1 (a
“Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered by
the Indemnified Party. The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such Indemnified
Party under Section 11.1, except to the extent such failure materially and adversely affects the ability of the Stockholders or
the Purchaser, as applicable (any of such parties, “Indemnifying Parties”) to defend such claim or increases
the amount of such liability.


 






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(b)     In
the case of any Third-Party Claims as to which indemnification is sought by any Indemnified Party, such Indemnified Party shall
be entitled, at the sole expense and liability of the Indemnifying Parties, to exercise full control of the defense, compromise
or settlement of any Third-Party Claim unless the Indemnifying Parties, within a reasonable time after the giving of an Indemnification
Notice by the Indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to
such Indemnified Party that the indemnification provisions of Section 11.1 are applicable to such action and the Indemnifying
Parties will indemnify such Indemnified Party in respect of such action pursuant to the terms of Section 11.1 and, notwithstanding
anything to the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Parties’
liability for Losses, counterclaim or offset, (ii) notify such Indemnified Party in writing of the intention of the Indemnifying
Parties to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct
the defense of such Third-Party Claim.


 


(c)     If
the Indemnifying Parties assume the defense of any such Third-Party Claim pursuant to Section 11.2(b), then the Indemnified Party
shall cooperate with the Indemnifying Parties in any manner reasonably requested in connection with the defense, and the Indemnified
Party shall have the right to be kept fully informed by the Indemnifying Parties and their legal counsel with respect to the status
of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If
the Indemnifying Parties so assume the defense of any such Third-Party Claim, the Indemnified Party shall have the right to employ
separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses
of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Parties have agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded
parties) include an Indemnified Party and an Indemnifying Party and such Indemnified Party shall have been advised by its counsel
that there may be a conflict of interest between such Indemnified Party and the Indemnifying Parties in the conduct of the defense
thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Parties.


 


(d)     If
the Indemnifying Parties elect to assume the defense of any Third-Party Claim pursuant to Section 11.2(b), the Indemnified Party
shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnifying
Parties withdraw from or fail to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered
against the Indemnified Party for such liability. If the Indemnifying Parties do not elect to defend, or if, after commencing
or undertaking any such defense, the Indemnifying Parties fail to adequately prosecute or withdraw such defense, the Indemnified
Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Parties’ expense. Notwithstanding
anything to the contrary, the Indemnifying Parties shall not be entitled to control, but may participate in, and the Indemnified
Party (at the expense of the Indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of (x)
that part of any Third-Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific
performance against the Indemnified Party, or (ii) to the extent such Third-Party Claim involves criminal allegations against
the Indemnified Party or (y) the entire Third-Party Claim if such Third-Party Claim would impose liability on the part of the
Indemnified Party in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification
under this Agreement. In the event the Indemnified Party retains control of the Third-Party Claim, the Indemnified Party will
not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably
withheld or delayed.


 






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(e)     If
the Indemnifying Parties undertake the defense of any such Third-Party Claim pursuant to Section 11.1 and propose to settle the
same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall give the Indemnifying
Parties prompt written notice thereof and the Indemnifying Parties shall have the right to participate in the settlement, assume
or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Parties’ expense. The Indemnifying
Parties shall not, without the prior written consent of such Indemnified Party settle or compromise or consent to entry of any
judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may
be sought against such Indemnified Party, (ii) in which such Third-Party Claim could be reasonably expected to impose or create
a monetary liability on the part of the Indemnified Party (such as an increase in the Indemnified Party’s income Tax) other
than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii)
which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating
such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Third-Party
Claim and all other actions (known or unknown) arising or which might arise out of the same facts.


 


11.3     Escrow
of Escrow Shares by Stockholders. The Company and the Stockholders hereby authorize Purchaser to deliver the Escrow Shares
into escrow (the “Escrow Fund”) pursuant to the Escrow Agreement. For purposes of this Article XI, the Escrow
Shares are valued at $10.00 per share.


 


(a)     Escrow
Shares. Payment of Dividends; Voting. Any dividends, interest payments, or other distributions of any kind made in respect
of the Escrow Shares will be delivered promptly to the Escrow Agent to be held in escrow. The Stockholders shall be entitled to
vote the Escrow Shares on any matters to come before the stockholders of Purchaser.


 


(b)     Distribution
of Escrow Shares. At the times provided for in Section 11.3(d), the Escrow Shares shall be released to the Stockholders’
Representative for distribution to the Stockholders. Purchaser will take such action as may be necessary to cause such certificates
to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale
restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered
from the Escrow Fund to the Stockholders’ Representative and all fractional shares shall be rounded to the nearest whole
share.


 


(c)     Assignability.
No Escrow Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law,
by the Stockholders or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of
the Stockholders, prior to the delivery to such Stockholders by the Stockholders’ Representative of the Escrow Shares by
the Escrow Agent as provided herein.


 






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(d)     Release
from Escrow Fund. Within five (5) business days following expiration of the Survival Period (the “Release Date”),
the remaining Escrow Shares will be released from escrow to the Stockholders’ Representative less the number or amount of
Escrow Shares (at an assumed value of $10.00 per Escrow Share) equal to the amount of any potential Losses set forth in any Indemnification
Notice from Purchaser with respect to any pending but unresolved claim for indemnification. Prior to the Release Date, the Stockholders’
Representative shall issue to the Escrow Agent a certificate executed by it instructing the Escrow Agent to release such number
of Escrow Shares determined in accordance with this Section 11.3(d). Any Escrow Shares retained in escrow as a result of the immediately
preceding sentence shall be released to the Stockholders’ Representative promptly upon resolution of the related claim for
indemnification in accordance with the provisions of this Article XI.


 


11.4     Periodic
Payments. Any indemnification required by Section 11.1 for costs, disbursements or expenses of any Indemnified Party in connection
with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Parties
to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements
or expenses are incurred.


 


11.5     Right
of Set Off. In the event that Purchaser is entitled to any indemnification pursuant to this Article XI, Purchaser shall be
entitled to set off any amounts owed to the Stockholders and/or against the amount of such indemnification. Any such set-off will
be treated as an adjustment to the Purchase Price.


 


11.6     Payment
of Indemnification. In the event that Purchaser is entitled to any indemnification pursuant to this Article XI and Purchaser
is unable to set off such indemnification pursuant to Section 11.5, the Stockholders shall jointly and severally pay the amount
of the indemnification (subject to the limitation set forth in Section 11.1) in shares of Purchaser Common Stock at $10.00 per
share. Any payments by the Stockholders to a Purchaser Indemnitee will be treated as an adjustment to the Purchase Price.


 


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


 


11.8     Survival
of Indemnification Rights. Except for the representations and warranties in Section 5.1 (Corporate Existence and Power),
5.2 (Authorization), 5.3. (Governmental Authorization), 5.5 (Capitalization), 5.6 (Certificate of Formation and Operating Agreement),
5.7 (Corporate Records), 5.10 (Subsidiaries), 5.15 (Properties; Title to the Company’s Assets), 5.20 (Compliance with Laws),
5.26 (Employment Matters), 5.28 (Employee Benefits and Compensation), 5.29 (Real Property), 5.31 (Tax Matters), 5.33 (Finder’s
Fees), Section 6.1 (Corporate Existence and Power), Section 6.2 (Corporate Authorization), and Section 6.5 (Finders’ Fees)
which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including
any extensions and waivers thereof), the representations and warranties of the Company, the Stockholders and Purchaser shall survive
until twelve months (the “Survival Period”) following the Closing. The indemnification to which any Indemnified
Party is entitled from the Indemnifying Parties pursuant to Section 11.1 for Losses shall be effective so long as it is asserted
prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers
thereof), in the case of the representations and warranties referred to in the first part of the sentence of Section 11.8 and
the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) twelve months following the Closing,
in the case of all other representations and warranties of the Company, the Stockholders and Purchaser hereunder. The obligations
of the Company (but not of the Stockholders) in Articles VII and IX shall terminate upon the Closing.


 






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ARTICLE
XII

DISPUTE RESOLUTION


 


12.1     Arbitration.


 


(a)     The
parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement, or any Additional
Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of
this Agreement or any Additional Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or
otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the
sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement or any Additional Agreement
(including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement
or any Additional Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).


 


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


 


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


 


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


 


(e)     On
application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal
Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however,
that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred
to in Section 12.1(c).


 






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


 


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


 


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


 


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


 


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


 


12.2     Waiver
of Jury Trial; Exemplary Damages.


 


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


 


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


 






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ARTICLE
XIII

TERMINATION


 


13.1     Termination
Without Default.


 


(a)     
In the event that the Closing of the transactions contemplated hereunder has not occurred by February 18, 2017 (the “Outside
Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have
occurred or have been made (as provided in Section 13.2 hereof), Parent or the Company shall have the right, at its sole option,
to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the
case may be, giving written notice to the other at any time after the Outside Closing Date.


 


(b)     
In the event that the preliminary Proxy Statement soliciting the vote of Parent’s shareholders with respect to the Merger
is not filed with the SEC by August 31, 2016 (the “Filing Date”), and no material breach of this Agreement
by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 13.2 hereof),
Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side.
Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after
the Filing Date.


 


13.2     Termination
Upon Default.


 


(a)     Parent
may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, without prejudice to any rights
or obligations Purchaser may have, if the Company or the Stockholders shall have materially breached any representation, warranty,
agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date and such
breach shall not be cured by the earlier of the Outside Closing Date and fifteen (15) days following receipt by the Company or
the Stockholders’ Representative, as the case may be, of a notice describing in reasonable detail the nature of such breach.


 


(b)     The
Company may terminate this Agreement by giving notice to Purchaser, without prejudice to any rights or obligations the Company
may have, if Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained
herein to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside Closing
Date and fifteen (15) days following receipt by Purchaser of a notice describing in reasonable detail the nature of such breach.


 


13.3     No
Other Termination. Except as otherwise specified herein, neither the Purchaser nor the Company may terminate this Agreement
without the prior written consent of the other party.


 


13.4     Survival.
The provisions of Article XI through Article XIV shall survive any termination hereof.


 






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ARTICLE
XIV

MISCELLANEOUS


 


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


 


if
to Purchaser or the Company (following the Closing), to:


 


iFresh
Inc.


7
Times Square


New
York, NY 10036


Attention:
Richard Xu


Telecopy: 646-912-8918


 


with
a copy to (which shall not constitute notice):


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, New York 10154


Attention:
Giovanni Caruso


Telecopy:
212 407-4866


 


if to the Company (prior to the Closing):


 


NYM
Holding, Inc.


2-39
54th Avenue


Long
Island City, NY 11101


Attn:
Long Deng


C/o:
Simon She


Fax:
718-628-3822


 


with
a copy to (which shall not constitute notice):


 


Pryor
Cashman LLP


7
Times Square, New York, NY 10036


Attn:
Elizabeth Fei Chen


Fax:
212-798-6366


 


if
to the Stockholders’ Representative:


 


2-39
54th Avenue


Long
Island City, NY 11101


Attn:
Long Deng


Fax:
718-628-3822


 






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14.2     Amendments;
No Waivers; Remedies.


 


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


 


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


 


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


 


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


 


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


 


14.4     Publicity.
Except as required by law and except with respect to the Parent SEC Documents, the parties agree that neither they nor their agents
shall issue any press release or make any other public disclosure concerning the transactions contemplated hereunder without the
prior approval of the other party hereto. If a party is required to make such a disclosure as required by law, the parties will
use their best efforts to cause a mutually agreeable release or public disclosure to be issued.


 






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14.5     Expenses.
Each party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, unless
otherwise specified herein.


 


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


 


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


 


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


 


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


 


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


 


14.11     Construction
of certain terms and references; captions. In this Agreement:


 


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


 






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


 


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


 


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


 


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


 


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


 


(g)     For
the avoidance of any doubt, all references in this Agreement to “the knowledge or best knowledge of the Company” or
similar terms shall be deemed to include the actual or constructive (e.g., implied by Law) knowledge of the Key Personnel.


 


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


 


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


 


14.14     Waiver.
Reference is made to the final prospectus of the Parent, dated August 12, 2015 (the “Prospectus”). The Company
has read the Prospectus and understands that the Parent has established the Trust Account for the benefit of the public stockholders
of the Parent and the underwriters of the IPO pursuant to the Trust Agreement and that, except for a portion of the interest earned
on the amounts held in the Trust Account, the Parent may disburse monies from the Trust Account only for the purposes set forth
in the Trust Agreement. For and in consideration of the Parent agreeing to enter into this Agreement, the Company hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees
that it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out
of, any negotiations, contracts or agreements with the Purchaser.


 






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14.15     Stockholders’
Representative. Long Deng is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”)
for each Stockholder, (i) to give and receive notices and communications to or by Parent and Purchaser for any purpose under this
Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration
and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims)
under Article XI or other disputes arising under or related to this Agreement, (iii) to enter into and deliver the Escrow Agreement
on behalf of each of the Stockholders, (iv) to authorize or object to delivery to Parent, Purchaser and the Surviving Corporation
of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Purchaser and the Surviving Corporation
in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions
of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement
and the Merger and (vi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative
for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty
(20) days prior written notice to the Purchaser and, if after the Effective Time, the Surviving Corporation, provided, however,
that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock
on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agrees to such removal.
Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of
all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this
Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered
to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative
shall not receive any compensation for his services. Notices or communications to or from the Stockholders’ Representative
shall constitute notice to or from the Stockholders. The Stockholders’ Representative shall not be liable for any act done
or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent
or instruction of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent
or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders.
The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against any loss, liability,
or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out
of or in connection with the acceptance or administration of his duties hereunder. Notwithstanding anything in this Section 14.15
to the contrary, the Stockholders’ Representative (in his capacity as such) shall have no obligation or authority with respect
to any indemnification claims against a Stockholder made by a Purchaser Indemnitee under Section 11.1.


  


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





 






    	 	60	 



     


    

 


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


 








	 	Parent:

                                                       

	 	 
	 	E-COMPASS ACQUISITION CORP., a Cayman Islands exempted company 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Purchaser:

                                                        


IFRESH INC., a Delaware corporation



	 	 
	 	By:	 
	 	 	
        

        Name:

	 	 	Title:
	 	 	 
	 	Merger
                                         Sub:

                                                        


IFRESH MERGER SUB INC., a Delaware corporation






	 	 
	 	By:	 
	 	 	
        Name:

	 	 	Title:
	 	 	 
	 	Company:

                                                        


NYM Holding, Inc., a Delaware corporation 



	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  


[Stockholder
signature page begins on next page]


 









    	 	61	 



     


    

 





	 	Stockholders:
	 	 
	 	 
	 	Long
    Deng
	 	 
	 	 
	 	Faming
    Lin
	 	 
	 	 
	 	Haiquan
    Chen
	 	 
	 	 
	 	Shengbao
    Zhang
	 	 
	 	 
	 	Shunwah
    Gee
	 	 
	 	 
	 	Yongguang
    Li
	 	 
	 	 
	 	Tongrui
    Huang
	 	 
	 	 
	 	Xin
    Wu
	 	 
	 	 
	 	Mei
    Deng
	 	 
	 	 
	 	Mingzhe
    Zhang




 


[Stockholder
signature page continues on next page]


 









    	 	62	 



     


    

  





	 	Stockholders
    (continued):
	 	 
	 	 
	 	Yi
    Fei Ling
	 	 
	 	 
	 	Xiaodan
    Wu
	 	 
	 	 
	 	Sheng
    Feng Song
	 	 
	 	 
	 	Shizhen
    Wu
	 	 
	 	 
	 	Shunyu
    She


 





	 	CLOUD
    BEST LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Stockholders’
    Representative:
	 	 	 
	 	 	 
	 	 	Long
    Deng




  









    	 	63	 



     


    

 


EXHIBIT
A


 


Escrow
Agreement


 









    	 	64	 



     


    

 


EXHIBIT
B


 


Lock-up
Agreement


 









    	 	65	 



     


    

 


EXHIBIT
C


 


Option
Agreement


 









    	 	66	 



     


    

 


EXHIBIT
D


 


Registration
Rights Agreement


 









    	 	67	 



     


    

 


EXHIBIT
E


 


Amended
By-Laws


 


 


 


68