REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of August, 2015, by and among E-compass Acquisition Corp., a Cayman Islands corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • August 18th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
Agreement made as of August 12, 2015 between E-compass Acquisition Corp., a Cayman Islands exempted company, with offices at 6F/Tower, 2 West Proper Centre, No.5, Guanghua Road, Chaoyang District, Beijing, 100020, P.R. China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
E-compass Acquisition Corp. 6F/Tower, 2 West Prosper Centre No.5, Guanghua Road Chaoyang District Beijing, 100020, P.R. ChinaE-Compass Acquisition Corp. • July 24th, 2015 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between E-compass Acquisition Corp., a Cayman Islands corporation (the “Company”), and Cantor Fitzgerald & Co., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
This Agreement is made as of August 12, 2015 by and between E-compass Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
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,...Merger Agreement • July 27th, 2016 • E-Compass Acquisition Corp. • Blank checks • New York
UNDERWRITING AGREEMENT between E-compass Acquisition Corp. and CANTOR FITZGERALD & CO. Dated: _______________, 2015 E-compass Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
The undersigned, E-compass Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 18th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of August 12, 2015 (“Agreement”), by and among E-COMPASS ACQUISITION CORP., a Cayman Islands corporation (“Company”), LODESTAR INVESTMENT HOLDINGS I LLC, HANDY GLOBAL LIMITED, CLASSICAL SKY LIMITED, CARNELIAN BAY CAPITAL INC. and XINLI LI (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2016 • E-Compass Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made as of [●], 2016 by and among iFresh Inc., a Delaware corporation (including any successor in interest of iFresh Inc. or other entity that issues Registrable Securities (as defined herein), the “Company”), and the persons listed on Schedule A attached hereto (each an “Investor,” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2016 • E-Compass Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (the “Agreement”) is made as of _________ __, 2017 by and among iFresh Inc., Delaware corporation (including any successor in interest of the Company or other entity that issues Registrable Securities (as defined herein) the “Company”), and the persons listed on Schedule A attached hereto (each an “Investor,” and collectively, the “Investors”).
E-compass Acquisition Corp. 6F/Tower, 2 West Prosper Centre No.5, Guanghua Road Chaoyang DistrictE-Compass Acquisition Corp. • July 24th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between E-compass Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination. The undersigned intends to purchase at least 2,000,000 Units in the IPO (such 2,000,000 Units being referred to herein as the “Restricted Units”). Certain capitalized terms used herein are defined in paragraph 5 hereof.
UNDERWRITING AGREEMENT between E-COMPASS ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: August 12, 2015 E-COMPASS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • E-Compass Acquisition Corp. • Blank checks • New York
E-compass Acquisition Corp.E-Compass Acquisition Corp. • July 24th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between E-compass Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination. The undersigned intends to purchase at least 1,000,000 Units in the IPO (such 1,000,000 Units being referred to herein as the “Restricted Units”). Certain capitalized terms used herein are defined in paragraph 6 hereof.
