Maison Solutions Inc. (MSS): M&A transaction — Maison Solutions acquires Lee Lee for $22.2M, doubling revenue with 3 stores

On April 8, 2024, in connection with the execution of the Senior Secured Note Agreement, and pursuant to the Purchase Agreement, AZLL entered into a guarantee (the “Purchaser Guarantee”) to and for the benefit of the Sellers, pursuant to which AZLL unconditionally guarantees the payment by Lee Lee of the Principal Amount, as adjusted pursuant to the Secured Note

Also on April 8, 2024, in connection with the execution of the Senior Secured Note Agreement, and pursuant to the Purchase Agreement, John Jun Xu, Chairman, Chief Executive Officer and controlling stockholder of the Company, and Grace Xu, spouse of John Jun Xu (together with John Jun Xu, the “Xu Guarantors”), entered into a guarantee (the “Xu Guarantee” and, together with the Purchaser Guarantee, the “Guarantees”) to and for the benefit of the Sellers

On April 8, 2024, pursuant to the Purchase Agreement, Lee Lee and AZLL entered into a senior secured note agreement (the “Senior Secured Note Agreement”) with the Sellers, pursuant to which Lee Lee issued the Sellers a secured promissory note (the “Secured Note”) for an aggregate initial principal amount of approximately $15.2 million

Lee Lee (“Lee Lee”) from the Sellers (the “Transaction”). Pursuant to the Purchase Agreement, Purchaser agreed to pay to the Sellers an aggregate purchase price of approximately $22.2 million, subject to certain adjustments as set forth in the Purchase Agreement, consisting of: (i) $7.0 million in cash paid immediately at the closing of the Transaction, and (ii) a

On April 8, 2024, in connection with the execution of the Senior Secured Note Agreement, and pursuant to the Purchase Agreement, AZLL entered into a guarantee (the “Purchaser Guarantee”) to and for the benefit of the Sellers, pursuant to which AZLL unconditionally guarantees the payment by Lee Lee of the Principal Amount, as adjusted pursuant to the Secured Note and the faithful and prompt performance by Lee Lee of the conditions and covenants of the Secured Note.

On April 8, 2024, pursuant to the Purchase Agreement and the Senior Secured Note Agreement, Lee Lee and AZLL (collectively, the “Grantors”) entered into a security agreement (the “Security Agreement”) with the Sellers as holders of the Secured Note.

Also on April 8, 2024, in connection with the execution of the Senior Secured Note Agreement, and pursuant to the Purchase Agreement, John Jun Xu, Chairman, Chief Executive Officer and controlling stockholder of the Company, and Grace Xu, spouse of John Jun Xu (together with John Jun Xu, the “Xu Guarantors”), entered into a guarantee (the “Xu Guarantee” and, together with the Purchaser Guarantee, the “Guarantees”) to and for the benefit of the Sellers, pursuant to which the Xu Guarantors unconditionally guarantee the payment by Lee Lee of the Principal Amount, as adjusted pursuant to the Secured Note and the faithful and prompt performance by Lee Lee of the conditions and covenants of the Secured Note.

On April 8, 2024, pursuant to the Purchase Agreement, Lee Lee and AZLL entered into a senior secured note agreement (the “Senior Secured Note Agreement”) with the Sellers, pursuant to which Lee Lee issued the Sellers a secured promissory note (the “Secured Note”) for an aggregate initial principal amount of approximately $15.2 million, subject to certain adjustments as set forth therein (the “Principal Amount”).

On April 4, 2024, AZLL, LLC (“Purchaser” or “AZLL”), an Arizona limited liability company and a wholly-owned subsidiary of Maison Solutions Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Meng Truong (“Meng Truong”) and Paulina Truong (“Paulina Truong” and, together with Meng Truong, the “Sellers”), pursuant to which Purchaser purchased 100% of the outstanding equity interests in Lee Lee Oriental Supermart, Inc. d/b/a Lee Lee Oriental Supermarket, Lee Lee International Supermarkets or Lee Lee (“Lee Lee”) from the Sellers (the “Transaction”).