Form 8-K

8-K — Maison Solutions Inc.

Accession: 0001213900-26-075242

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001892292

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296241-8k_maison.htm (Primary)

EX-10.1 — ASSET PURCHASE AGREEMENT, DATED JULY 1, 2026, BY AND AMONG GOOD FORTUNE SUPERMARKET OF SAN GABRIEL, LP, GOOD FORTUNE SUPERMARKET OF MONROVIA, LP, ENSON MARKET 33 SAN GABRIEL CA INC AND ENSON MARKET 34 MONROVIA CA INC (ea029624101ex10-1.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 3, 2026 (ea029624101ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296241-8k_maison.htm · Sequence: 1

false

0001892292

2026-07-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 6, 2026

Maison Solutions Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-41720

84-2498787

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

127 N. Garfield Ave., Monterey Park, California

91754

(Address of principal executive offices) (Zip

Code)

(626) 737-5888

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

MSS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2026, Good Fortune Supermarket of San

Gabriel, LP (“GF San Gabriel”), a California limited partnership that is 91% owned by Maison Solutions Inc. (the “Company”),

and Good Fortune Supermarket of Monrovia, LP (“GF Monrovia” and, together with GF San Gabriel, the “Sellers”),

a California limited partnership that is 85.25% owned by the Company, entered into an Asset Purchase Agreement (the “Asset Purchase

Agreement”) with ENSON MARKET 33 SAN GABRIEL CA INC and ENSON MARKET 34 MONROVIA CA INC (together the “Buyers”). Pursuant

to the Asset Purchase Agreement, the Sellers agreed to sell to the Buyers the machinery, equipment, fixtures, furniture, leasehold improvements

and other tangible personal property used in the operation of the Asian grocery stores located at 137 S. San Gabriel Blvd, San Gabriel,

California, and 935 W Duarte Rd, Monrovia, California (each, a “Store” and, together, the “Stores”), together

with the beer and wine licenses associated with the Stores (collectively, the “Assets”). The inventory of the Stores is being

sold separately under two Inventory Purchase Agreements, and the Sellers are retaining the “Good Fortune” trade name and related

goodwill.

The aggregate purchase price for the Assets is

$4,500,000, allocated $2,250,000 to each Store, consisting of $2,240,000 for the Assets at such Store and $10,000 for the beer and wine

license at such Store. The purchase price for the inventory is in addition to the foregoing and will equal the value of the saleable inventory

at each Store as determined by an independent third-party count. The purchase price for the Assets (other than the amounts allocated to

the beer and wine licenses) is payable in a single lump-sum payment on or before December 31, 2026 if the Buyers’ financing is funded

by that date and, if it is not, is payable in installments under two secured promissory notes (the “Promissory Notes”) in

the principal amount of $2,240,000 each, with interest accruing at 10% per annum beginning January 1, 2027 if principal remains unpaid

after December 31, 2026, and with the unpaid balance payable in three equal quarterly installments due March 31, 2027, June 30, 2027 and

September 30, 2027. Any amounts remaining unpaid after September 30, 2027 will constitute an event of default and will bear interest at

18% per annum until paid. The Buyers’ payment obligations are secured by purchase-money security interests in the Assets and the

related inventory, and are guaranteed under a personal and corporate guaranty to be provided by Qinghui Ni and ENSON GROUP, INC. The beer

and wine licenses will be transferred only upon approval of the California Department of Alcoholic Beverage Control.

The closing of the transaction is to occur on

or before December 31, 2026. The Buyers are acquiring the Assets on an “as-is, where-is” basis, and the transfer of each Store

is conditioned upon the Buyers obtaining an assignment of, or a new, real property lease for that Store together with the landlord’s

written release of the Company and its affiliates. The Asset Purchase Agreement contains customary representations, warranties, covenants

and indemnification provisions, and each Buyer has represented that it is not affiliated with the Company. The Sellers’ entry into

the Asset Purchase Agreement was approved by the Company’s Board of Directors, following the review and recommendation of the Audit

Committee, on July 1, 2026.

The foregoing description of the Asset Purchase

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 3, 2026, the Company issued a press release announcing the

disposal of San Gabriel and Monrovia Store Operations. A copy of the press release is furnished as Exhibit 99.1 hereto. The information

in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference into any filing under

the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Asset Purchase Agreement, dated July 1, 2026, by and among Good Fortune Supermarket of San Gabriel, LP, Good Fortune Supermarket of Monrovia, LP, ENSON MARKET 33 SAN GABRIEL CA INC and ENSON MARKET 34 MONROVIA CA INC.*

99.1

Press Release, dated July 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules and exhibits to the Asset Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Maison Solutions Inc.

Date:

July 6, 2026

By:

/s/ John Xu

Name:

John Xu

Title:

Chief Executive Officer, Chairman and President

EX-10.1

Filename: ea029624101ex10-1.htm · Sequence: 2

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement

(hereinafter “Agreement”) is made as of July 1, 2026, at Monterey Park, California, by and among:

(i) ENSON MARKET 33 SAN GABRIEL CA INC (“SG

Buyer”);

(ii) ENSON MARKET 34 MONROVIA CA INC (“MV

Buyer,” and together with SG Buyer, collectively, “Buyer” or “Buyers”);

(iii) Good Fortune Supermarket of San Gabriel,

LP (“SG Seller”); and

(iv) Good Fortune Supermarket of Monrovia,

LP (“MV Seller,” and together with SG Seller, collectively, “Sellers”).

Each Buyer and each Seller is referred to individually as a “Party”

and collectively as the “Parties.”

Sellers are California limited

partnerships with business operations located at (i) 137 S. San Gabriel Blvd, San Gabriel, CA 91776 (“SG Business Location”),

and (ii) 935 W Duarte Rd, Monrovia, CA 91016 (“MV Business Location”, together with the SG Business Location, the “Business

Locations”). The assets used in connection with the businesses operated at the Business Locations, as more particularly described

in Schedule A and Schedule B attached hereto (collectively, the “Assets”).

RECITALS

A. Sellers are engaged in the operation of Asian grocery stores. Sellers are the owner of record and beneficial

owner of the Assets.

B. SG Buyer desires to purchase the Assets of SG Seller used in connection with the business operated at

137 S. San Gabriel Blvd, San Gabriel, CA 91776, and MV Buyer desires to purchase the Assets of MV Seller used in connection with the business

operated at 935 W Duarte Rd, Monrovia, CA 91016. Buyer is not affiliated with, or related in any way to, Seller, its general partners,

or Maison Solutions Inc.

C. Subject only to the limitations and exclusions contained in this Agreement and on the terms and conditions

of this Agreement, SG Seller desires to sell to SG Buyer, and SG Buyer desires to buy from SG Seller, the Assets used in connection with

the SG Business Location; and MV Seller desires to sell to MV Buyer, and MV Buyer desires to buy from MV Seller, the Assets used in connection

with the MV Business Location, in each case as of the applicable Operational Transfer Date as defined in Section 1.3(b).

NOW, THEREFORE, in consideration

of the recitals and of the representations, warranties, covenants and agreements contained, and intending to be legally bound, the parties

agree as follows:

ARTICLE 1 – PURCHASE AND SALE

1.1 Agreement to Sell. At the Closing (or, as to title and risk of loss, as of the applicable Operational

Transfer Date as provided in Section 1.3(b)) and except as otherwise specifically provided herein, the Seller will validly and effectively

grant, sell, convey, assign, transfer and deliver to the Buyer all of the Seller’s right, title and interest in and to the Assets

of Seller, including Seller’s rights to equipment and office supplies. The Assets are limited to the items described in Schedule

A and Schedule B. The beer and wine licenses are sold and transferred separately under Section 1.2.4 and only upon approval of the California

Department of Alcoholic Beverage Control, and the inventory is sold separately under the Inventory Purchase Agreements (one for each Business

Location, each an “Inventory Purchase Agreement” and collectively, the “Inventory Purchase Agreements”) (in the

forms attached hereto as Exhibit D-1 and Exhibit D-2); the licenses, the inventory, and the “HK Good Fortune” trade name and

related goodwill (which Seller retains for its other stores) are not part of the “Assets” and do not transfer under this Section.

1.2 Purchase Price; Payment. The total purchase price (the “Purchase Price”) for the Assets

and the beer and wine licenses shall be Four Million Five Hundred Thousand Dollars ($4,500,000.00), allocated $2,250,000.00 to each Business

Location, consisting of $2,240,000.00 for the Assets and $10,000.00 for the beer and wine license at each Business Location, as set forth

in Sections 1.2.1 through 1.2.4. For the avoidance of doubt, inventory is not included in the Purchase Price and is paid separately under

the Inventory Purchase Agreements.

Prior to the applicable Operational Transfer Date

for each Business Location, Seller and Buyer will conduct a walkthrough of such Business Location. The walkthrough is for inspection only;

it is not a condition to Closing, a covenant, or a representation, and it confers on Buyer no price adjustment, termination right, or

other remedy.

1.2.1 Two Million Two Hundred Forty Thousand Dollars ($2,240,000.00) shall be allocated to the purchase of Seller’s

rights to the Assets located at or used in connection with the business operated at 137 S. San Gabriel Blvd, San Gabriel, CA 91776.

1.2.2 Two Million Two Hundred Forty Thousand Dollars ($2,240,000.00) shall be allocated to the purchase of Seller’s

rights to the Assets located at or used in connection with the business operated at 935 W Duarte Rd, Monrovia, CA 91016.

1.2.3 Payment Schedule. Subject to the installment alternative set forth below, Buyer shall pay Seller

the total Purchase Price (excluding the Twenty Thousand Dollars ($20,000.00) allocated to the beer and wine licenses, which shall be paid

solely as and when provided in Section 1.2.4) on or before December 31, 2026 as a one-time flat purchase payment. If Buyer’s SBA

loan or other financing is approved and funded prior to December 31, 2026, Buyer shall pay the Purchase Price to Seller in one lump-sum

payment promptly upon such funding, but in no event later than December 31, 2026. If Buyer’s SBA loan or other financing is not

approved and funded by December 31, 2026, the unpaid Purchase Price shall be paid in installments as evidenced by and payable under the

promissory notes in the forms attached hereto as Exhibit A-1 and Exhibit A-2 (each, a “Promissory Note”, and collectively,

the “Promissory Notes”), to be executed and delivered by Buyer at or before the applicable Operational Transfer Date. Any

seller-financed or deferred payment arrangement shall be secured as provided in Section 1.2.5 below and guaranteed under the Personal

and Corporate Guaranty in the form attached hereto as Exhibit C (the “Personal and Corporate Guaranty”). For this purpose,

a payment is “deferred” if it remains unpaid after the applicable Operational Transfer Date. Notwithstanding the foregoing,

Seller shall not be required to deliver possession of a Business Location until, for that Business Location: (a) the Promissory Note the

Personal and Corporate Guaranty, and the Security Agreement have been executed and delivered; (b) the UCC-1 financing statement covering

inventory has been filed; and (c) the UCC-1 financing statement(s) covering the equipment, fixtures, and fixed assets are in proper form

for filing within the period permitted under Section 1.2.5.

1.2.4 Beer and Wine Licenses. As part of, and not in addition to, the Purchase Price set forth above,

Twenty Thousand Dollars ($20,000.00) of the Purchase Price shall be allocated to the purchase of Seller’s right, title, and interest

in the beer and wine licenses associated with the Business Locations, as follows: The beer and wine licenses shall be transferred only

in compliance with all applicable requirements of the California Department of Alcoholic Beverage Control, and the consideration allocated

to the licenses shall be paid only after the Department approves the transfer. Until the transfer is approved by the Department, Buyer

shall not exercise any privilege under Seller’s license (including the sale of beer or wine), shall obtain its own license or a

temporary operating permit before making any such sales, shall bear all license transfer fees and costs, and shall indemnify Seller for

any alcoholic-beverage sales made before the transfer is approved. From the applicable Operational Transfer Date until the Department

approves the license transfer, Buyer shall not sell beer or wine under Seller’s license, and neither Seller nor Maison Solutions

Inc. shall have any obligation to operate, or permit operation under, Seller’s license. Any arrangement permitting alcohol sales

during such interim period must be separately documented in a manner compliant with ABC requirements.

1.2.4.1 Ten Thousand Dollars ($10,000.00) shall be allocated to Seller’s right, title, and interest in the

Beer and Wine License for the business located at 137 S. San Gabriel Blvd, San Gabriel, CA 91776, License No.: 567219.

1.2.4.2 Ten Thousand Dollars ($10,000.00) shall be allocated to Seller’s right, title, and interest in the

Beer and Wine License for the business located at 935 W Duarte Rd, Monrovia, CA 91016, License No. 565607.

1.2.5 Seller Financing / Deferred Payment Security. If any portion of the Purchase Price, inventory payment,

or other amount owed to Seller is seller-financed or deferred after the applicable Operational Transfer Date, then effective upon the

transfer of operational control of the applicable Business Location, Buyer hereby grants Seller:

(i) a purchase-money security interest in the store equipment, fixtures, fixed assets, and the inventory counted

and verified for such Business Location and acquired by Buyer from Seller (the “Acquired Assets”); and

(ii) a security interest in all proceeds of the Acquired Assets and in after-acquired inventory and equipment

of the applicable Business Location.

The Acquired Assets, together with all

such proceeds and after-acquired property, are collectively the “Collateral.” Such security interest shall remain in place

until all seller-financed or deferred amounts owed to Seller are paid in full. For the avoidance of doubt, the inclusion of inventory

in the Acquired Assets and the Collateral is for security purposes only; title to inventory passes under the Inventory Purchase Agreements,

and inventory is not part of the “Assets” sold under this Agreement.

Buyer shall cooperate with Seller and

authorize Seller to file one or more UCC-1 financing statements against Buyer’s exact legal name in its state of organization to

perfect such security interest. Buyer acknowledges that the Assets are subject to the SBA’s pre-existing lien securing the Seller

SBA Loan, and that Seller’s security interest will constitute a first-priority purchase-money security interest, in each Business

Location’s Acquired Assets and only to the extent of the purchase-money obligation incurred as their price (the security interest

securing any cross-collateralized obligations being of ordinary priority), only upon release or subordination of that SBA lien pursuant

to Section 1.2.6. To preserve such purchase-money priority, Seller shall be entitled to file the UCC-1 covering equipment, fixtures, and

fixed assets within twenty (20) days after Buyer receives possession, and to file the UCC-1 covering inventory before Buyer receives possession;

Buyer shall provide all information and execute all documents reasonably necessary to permit such timely filing. The reasonable costs

of UCC registration shall be borne by Buyer.

The security interest shall be documented

in a separate Security Agreement (in the form attached as Exhibit B), which shall include after-acquired property, proceeds, remedies,

and insurance and maintenance covenants. The defined term “Collateral” shall be used consistently in the Promissory Notes,

the Inventory Purchase Agreements, and the Security Agreement.

If Buyer funds any portion of the Purchase

Price through an SBA or other third-party loan, then at the funding of such loan either (x) Seller shall be paid in full all amounts then

owed and shall release its security interest, or (y) if any seller-financed amount remains outstanding, the relative priority of Seller’s

lien shall be governed by a written subordination or standby agreement separately negotiated and executed by Seller; absent such executed

agreement, Seller shall not be required to subordinate or release its purchase-money security interest.

1.2.6 Seller SBA Loan Payoff; Lien Release; Release of Guarantor. Each Seller’s existing U.S. Small

Business Administration COVID-19 Economic Injury Disaster Loan (each, a “Seller SBA Loan”) is secured by a lien on the tangible

and intangible personal property of the applicable Business Location (which includes the Assets) and is personally guaranteed by Mr. John

Jun Xu under SBA Form 2128. The Seller SBA Loan is the Seller’s own indebtedness and is separate and distinct from any acquisition

or other financing obtained by Buyer (referred to in Sections 1.2.3, 1.2.5, and 1.4 as Buyer’s “SBA loan or other financing”),

for which Seller has no responsibility. On or before the applicable Operational Transfer Date for each Business Location, Seller shall

cause the Seller SBA Loan secured by the Assets of that Business Location to be either: (i) paid and satisfied in full from funds available

to Seller (regardless of the timing or source of Buyer’s payment of the Purchase Price), with the SBA’s lien on the Assets

released and the related UCC financing statement(s) terminated, and with Mr. John Jun Xu’s guaranty under SBA Form 2128 for that

Seller SBA Loan released or terminated; or (ii) the subject of the SBA’s prior written consent to the sale of the Assets and, to

the extent the Seller SBA Loan is to remain outstanding, to its continuation, together with the SBA’s release or subordination of

its lien on the Assets as the SBA may require. Buyer acknowledges that SBA Economic Injury Disaster Loans are generally not assumable

and that a sale of substantially all of a Business Location’s assets outside the ordinary course of business typically requires

payoff of the Seller SBA Loan. Notwithstanding any other provision of this Agreement, Seller shall not be required to deliver operational

possession of a Business Location until the condition in clause (i) or clause (ii) above has been satisfied for that Business Location,

and Seller may, in its sole discretion and without liability to Buyer, defer the applicable Operational Transfer Date or decline to deliver

possession to the extent necessary to avoid any breach of, or event of default under, the Seller SBA Loan documents. Seller’s obligation

under this Section 1.2.6 to cause the Seller SBA Loan to be paid off in full (or, alternatively, to obtain the SBA’s written consent)

is absolute and is not conditioned on Buyer’s payment of the Purchase Price. Because the Seller SBA Loans of Seller and its affiliates

are cross-defaulted, Seller may condition delivery of either Business Location upon obtaining a coordinated SBA payoff or written consent

covering both Business Locations and any affiliated SBA borrower.

1.3 Closing; Operational Transfer Dates; Inventory Count and Payment.

(a) Closing. The closing (the “Closing”) of the sale and purchase of the Assets shall take

place at the offices of the Seller on or before December 31, 2026, or at such other place, date and time as shall be mutually agreed by

the parties hereto. The date of the Closing is sometimes referred to as the “Closing Date”. For the avoidance of doubt, delivery

of operational possession and the passage of title and risk of loss occur on the applicable Operational Transfer Date under Section 1.3(b),

which precedes the Closing; the Closing constitutes the final settlement and documentation of the transaction and does not postpone the

transfer of title effected under Section 1.3(b).

(b) Operational Transfer. Notwithstanding the final payment schedule set forth in Section 1.2.3, Seller

shall provide Buyer with operational turnover and possession of the business operated at 137 S. San Gabriel Blvd, San Gabriel, CA 91776

on the later of July 1, 2026 and the date on which the conditions to delivery for that Business Location under Sections 1.2.3, 1.2.5,

1.2.6 and 1.9 are satisfied or waived by Seller, and the business operated at 935 W Duarte Rd, Monrovia, CA 91016 on the later of August

1, 2026 and the date on which the conditions to delivery for that Business Location under Sections 1.2.3, 1.2.5, 1.2.6 and 1.9 are satisfied

or waived by Seller, subject to any required landlord, governmental, licensing, or third-party approvals. Each such date is referred to

as an “Operational Transfer Date.”

Effective as of each applicable Operational

Transfer Date, title to and risk of loss for the Assets at the applicable Business Location shall pass to Buyer, and Buyer shall thereafter

operate such Business Location for Buyer’s own account and at Buyer’s sole risk. Buyer shall remain liable for the full Purchase

Price and all amounts owed to Seller notwithstanding any casualty, loss, theft, or diminution of the Assets occurring on or after the

applicable Operational Transfer Date. Buyer’s payment and performance obligations to Seller shall be secured as set forth in Section

1.2.5.

the inventory at such Business Location shall be counted and valued by an independent third-party inventory service mutually acceptable

to Buyer and Seller. Buyer shall pay Seller the inventory amount determined by such third-party count in the installments and on the dates

set forth in the applicable Inventory Purchase Agreement. Unless otherwise agreed in writing, the inventory payment shall be separate

from, and in addition to, the Purchase Price set forth in Section 1.2.

1.4 Items to be Delivered by Buyer at Closing. Buyer shall deliver to Seller:

(a) Wire transfer or a cashier’s check for any portion of the Purchase Price then due and payable under

Section 1.2.3. The amount and timing of each payment are governed by Section 1.2.3 and the Promissory Notes. Each applicable Buyer shall

pay the portion of the Purchase Price allocated to the Business Location acquired by such Buyer in immediately available funds by wire

transfer or cashier’s check on or before December 31, 2026. To the extent any portion of such Purchase Price remains unpaid after

December 31, 2026, such unpaid amount shall be evidenced by and paid in accordance with the applicable Promissory Note(s), including the

payment schedule, default provisions, interest, fees, and other terms set forth therein.

(b) A check made payable to CDTFA for any sales tax due on equipment.

1.5 Bulk Sales. With respect to the beer and wine licenses, and notwithstanding any provision of this

Agreement to the contrary, the transfer of the licenses shall be conducted through an escrow to the extent required by California Business

and Professions Code section 24074 and the rules of the Department of Alcoholic Beverage Control, the costs of which shall be borne solely

by Buyer; nothing in this Section limits Buyer’s obligations under Section 1.2.4. The purchase and sale of the Assets shall not

be conducted through an Escrow. Seller at Seller’s election on behalf of Buyer and Seller shall either (i) comply with the provisions

of the Uniform Commercial Code or any other “Bulk Sales” law now in effect in California which relate to the bulk transfer

of assets; or (ii) elect not to comply in which case, Buyer waives compliance by Seller with the provisions of the Uniform Commercial

Code or any other law now in effect in California which relates to the bulk transfer of assets.

1.6 Employees. Buyer shall offer employment, effective as of the applicable Operational Transfer Date,

to substantially all employees of the applicable Business Location, and shall be responsible for and indemnify Seller against any obligation

under the federal and California WARN Acts and any severance arising from the transaction. Seller shall pay each employee’s wages

and accrued, vested vacation through the Operational Transfer Date as required by Labor Code sections 201 to 203 and 227.3.

1.7 Sales, Transfer and Documentary Taxes, etc. Neither the Seller nor the Buyer shall be responsible

for the other’s sales, transfer or documentary taxes, if any, due to the sale of Assets.

1.8 FEINS. For clarity, in this asset sale Seller transfers no tax identification number or tax attribute

to Buyer; each party is responsible solely for taxes arising under its own FEIN, and neither party assumes the other’s tax liabilities.

After the Closing, Buyer shall operate its new business under new tax and corporate numbers including a new FEIN. Buyer shall use its

own FEIN for all business activities at the business location after the Closing Date. Seller will be solely responsible for any taxes

owed under Seller’s FEIN through the Closing Date. Seller shall not assume or accept any liability or responsibility for taxes owed

by Buyer under Buyer’s FEIN number and Buyer will not assume or accept any liability or responsibility for any taxes owed under

Seller’s FEIN.

1.9 Premises Leases. Operational turnover of each Business Location is conditioned upon Buyer obtaining,

at Buyer’s sole cost and before the applicable Operational Transfer Date, either (i) a valid assignment and assumption of, or (ii)

a new lease for, the real property lease for that Business Location, together in each case with the landlord’s written consent and

a full, unconditional written release of Seller and its affiliates (including Maison Solutions Inc.) from all obligations under such lease

arising on or after the Operational Transfer Date. Buyer shall assume, perform, and indemnify Seller and its affiliates against all obligations

under each such lease from and after the Operational Transfer Date. If the landlord’s consent and Seller’s release for a Business

Location are not obtained, Seller may, in its sole discretion and without liability, decline to deliver possession of that Business Location.

ARTICLE 2 - BUYER REPRESENTATIONS

2.1 Organization, Good Standing, and Authority. Buyer is a corporation, duly organized, validly existing,

and in good standing under the laws of California as relevant, with all requisite corporate power and authority to own, operate, and lease

its assets and properties and to carry on its business as now being conducted and in good standing with California Secretary of State.

The execution and delivery of this Agreement and the consummation of this transaction by Buyer have been, or prior to the Closing will

have been, duly authorized, and no further company authorization is or will be necessary on the part of Buyer.

2.2 Arm’s Length Transaction. Buyer represents and warrants that the Purchase Price is a result

of an arms-length negotiation. Buyer was afforded the opportunity to make a detailed inquiry concerning the Assets and the businesses

operated at the Business Locations to the extent desired by Buyer. Buyer is capable of evaluating the merits and risks of this investment

and is able to bear the economic risk of and suffer a total loss of the investment. Buyer has made an independent evaluation of the federal,

state, and local income tax consequences of Buyer’s acquisition and is not relying on any representations of Seller in evaluating

this agreement of for any legal, investment, or tax advice.

2.3 No Affiliation with Maison. Buyer represents and warrants, as of the date hereof and as of the

Closing, that neither Buyer nor any of its beneficial owners or affiliates is affiliated with, related to, or otherwise connected in any

way, whether by ownership, common control, family relationship, agreement, or otherwise, with Maison Solutions Inc., any of its subsidiaries,

or any of their respective controlling shareholders, directors, officers, or employees.

ARTICLE 3 - COVENANTS TO CLOSING

3.1 Due Diligence AS-IS WHERE-IS, WHERE-AS. Buyer acknowledges and agrees that it has requested a quick

closing and has waived a period for due diligence inspection of the Assets. Buyer agrees to the fullest extent allowed by law, Buyer is

purchasing all of the Assets in their AS-IS, WHERE-IS, WHERE-AS conditions and without any warranties, including, but not limited to,

express warranty, implied warranty of merchantability and implied warranty of fitness for a particular purpose.

3.2 Confidentiality. From execution of this Agreement to Closing, Buyer and Seller shall hold and shall

cause their affiliates to hold, and shall use reasonable efforts to cause its representatives to hold, in strict confidence and not to

disclose or use without the prior written consent of the other party, any and all Confidential Information regarding this Agreement. Notwithstanding

the foregoing, Seller (and its parent, Maison Solutions Inc.) may make any disclosure, and file any agreement, required by applicable

securities laws, the rules of any exchange, or the SEC, including any Form 8-K and the financial statements and pro forma information

related thereto.

ARTICLE 4 - INDEMNIFICATION

4.1 Indemnification by the Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its affiliates

(including Maison Solutions Inc.), and their respective past, present, and future shareholders, members, partners, directors, officers,

managers, employees, agents, advisors, attorneys, successors, and assigns, and Mr. John Jun Xu, in his individual capacity as guarantor

under SBA Form 2128 (collectively, the “Seller Indemnitees”), from and against any and all losses, damages, liabilities, claims,

actions, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”),

incurred by the Seller Indemnitees arising out of, resulting from, or relating to: (a) any inaccuracy in or breach of any representation

or warranty made by Buyer in this Agreement; (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed

by Buyer pursuant to this Agreement; (c) Buyer’s operation of the Business Locations on or after the applicable Operational Transfer

Date, and any alcoholic-beverage, employee, or lease matters allocated to Buyer under this Agreement, and any tax matters allocated to

Buyer under Sections 1.4 and 1.8; and (d) each Seller SBA Loan (as defined in Section 1.2.6) and the related notes, security agreements,

and guarantees, including SBA Form 2128 executed by Mr. John Jun Xu, and any demand, enforcement, or collection by the SBA against Mr.

John Jun Xu or any Seller, except to the extent such Losses result from Seller’s breach of its obligations under Section 1.2.6 or

from Seller’s gross negligence or willful misconduct. Mr. John Jun Xu is an express third-party beneficiary of this Article 4 and

may enforce its provisions directly.

4.2 Indemnification by the Seller. Seller shall indemnify, defend, and hold harmless Buyer and its

affiliates, and their respective shareholders, directors, officers, employees, and agents (collectively, the “Buyer Indemnitees”)

from and against any and all Losses incurred by the Buyer Indemnitees arising out of or resulting from any breach or non-fulfillment of

any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, including Section 1.2.6. For the avoidance

of doubt, Seller makes no representations or warranties of any kind in this Agreement, and the Assets are sold on an AS-IS, WHERE-IS,

WHERE-AS basis as provided in Section 3.1. The aggregate liability of Seller for indemnification under this Section 4.2 shall not exceed

the Purchase Price ($4,500,000.00), except in the case of actual fraud by Seller. In no event shall Seller be liable for any consequential,

incidental, indirect, special, punitive, or exemplary damages, or for any lost profits, diminution in value, or damages calculated on

a multiple-of-earnings or similar basis, except to the extent actually awarded to a third party. From and after the Closing, except in

the case of actual fraud, the indemnification provisions of this Article 4 shall be the sole and exclusive remedy of the Buyer Indemnitees

for any and all claims arising out of or relating to this Agreement, the Assets, or the Business Locations, and Buyer hereby waives, to

the fullest extent permitted by law, any other rights or remedies (whether in contract, tort, statute, or otherwise).

4.3 Third-Party Claims. If any Seller Indemnitee or Buyer Indemnitee (the “Indemnified Party”)

receives notice of any claim, demand, or proceeding asserted by a third party (a “Third-Party Claim”) that may give rise to

indemnification hereunder, the Indemnified Party shall promptly notify the Party from whom indemnification is sought (the “Indemnitor”)

in writing; provided that the failure to give such prompt notice shall not relieve the Indemnitor of its obligations except to the extent

it is actually and materially prejudiced thereby. The Indemnitor shall have the right to assume and control the defense of such Third-Party

Claim with counsel of its choice, and shall not settle any such claim without the Indemnified Party’s prior written consent (not

to be unreasonably withheld) unless such settlement provides solely for monetary payment fully borne by the Indemnitor and includes a

full release of the Indemnified Party. The Parties shall cooperate in good faith in the defense of any Third-Party Claim.

ARTICLE 5 - MISCELLANEOUS

5.1 Severability. The invalidity or unenforceability of any provisions of this Agreement shall not

affect the validity of enforceability of the remaining provisions hereof, but this Agreement shall be construed as if not containing the

provisions held invalid or unenforceable in the jurisdiction in which so held.

5.2 Governing Law. Should there be any disputes arising from this Agreement, both parties agree that

California law shall be the governing law. Subject to the arbitration provision below, the state and federal courts located in Los Angeles

County, California shall have jurisdiction over any court action permitted under this Section. Any dispute arising out of or relating

to this Agreement that the parties do not resolve shall be finally resolved by binding arbitration administered by JAMS in Los Angeles

County, California, before a single arbitrator under its Comprehensive Arbitration Rules, and judgment on the award may be entered in

any court of competent jurisdiction. Notwithstanding the foregoing, (a) Seller may seek injunctive or provisional relief from a court

to enforce the security interest, and (b) Seller may bring in any court of competent jurisdiction any action to collect or enforce the

Promissory Notes, the Inventory Purchase Agreements, the Security Agreement, the Personal and Corporate Guaranty, or any security interest;

the exclusive venue for any such court action is Los Angeles County, California. To the fullest extent permitted by law, each party waives

any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

5.3 Counterparts as Original. This Agreement may be executed in counterparts and each counterpart shall

be treated as the original.

5.4 Review by Counsel. Each party hereby represents that each party has its own legal counsel and this

Agreement has been reviewed by its respective counsel. Therefore, the terms are entered into at arm’s length and the parties waive

any contention that any ambiguities will be interpreted against the drafter.

5.5 Counsels, Legal & Financial Advisors and Brokers. Each side shall retain its own professional

in representing its own interests and be solely responsible for its advice and fees. Both parties agree it has not relied on the other

party’s professionals’ opinion or representation and his/her decision to transfer and buy sell is based solely on his/her

own independent investigation and judgment.

5.6 Sole and Only Agreement. This Agreement, together with the Promissory Notes, the Security Agreement,

the Inventory Purchase Agreements, the Personal and Corporate Guaranty, and the Schedules and Exhibits hereto (collectively, the “Transaction

Documents”), contains the sole and only Agreement of the parties hereto relating to this transaction and correctly sets forth the

rights, duties, and obligations of each to the others as of the date hereof. Any prior agreements, promises, negotiations, or representations

not expressly set forth in this Agreement is of no force and effect.

5.7 Authorization. Each Party warrants and represents that it has the legal power, corporate or partnership

authority, and all requisite corporate resolutions and partner, member, or equity-holder approvals (including, in the case of each Seller

acting by its general partner, any limited-partner or equity-holder approvals required to authorize the sale of the Assets) necessary

to enter into and perform this Agreement.

5.8 Further Assurance. Each of the Parties shall execute such documents and other papers and perform

such other acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

Each Party shall use its best efforts to fulfill or obtain the fulfillment of the conditions of the Agreement.

5.9 Assignment. Buyer may not assign this Agreement or any of its rights or obligations hereunder without

Seller’s prior written consent, except that Buyer may assign to an entity wholly owned and controlled by Buyer that (i) makes the

representations in Sections 2.2 and 2.3, and (ii) executes a joinder assuming all of Buyer’s obligations; no such assignment shall

release Buyer, and Buyer shall remain jointly and severally liable. Any UCC-1 shall be filed against the exact legal name and state of

organization of the actual contracting Buyer (or permitted assignee).

5.10 Joint and Several Liability of Buyers. Notwithstanding

that the Assets and Business Locations are allocated between SG Buyer and MV Buyer under this Agreement, each Buyer shall be jointly

and severally liable for all obligations of Buyer under this Agreement and the Transaction Documents, including the payment of the Purchase

Price, the Promissory Notes, the Inventory Purchase Agreements, the Security Agreement, indemnification obligations, and all other covenants,

agreements, and obligations of Buyer hereunder or thereunder.

5.11 Cross-Default. A default or event of default by any Buyer or any Guarantor under this Agreement,

either Promissory Note, either Inventory Purchase Agreement, the Security Agreement, or the Personal and Corporate Guaranty (each, a “Transaction

Document”) shall, subject to any applicable notice and cure period set forth in the applicable Transaction Document, constitute

a default under each of the other Transaction Documents, and shall entitle the Seller and the Secured Party to exercise all rights and

remedies available under each Transaction Document and Article 9 of the UCC, including acceleration and repossession of the Collateral.

This Section 5.11 applies whether or not any portion of the Purchase Price or any other amount is seller-financed or deferred.

THE PARTIES CONFIRM THEIR ACCEPTANCE OF THIS AGREEMENT

BY AFFIXING THEIR SIGNATURES IN THE PLACE INDICATED BELOW.

ACCEPTED AND AGREED

BUYER:

ENSON MARKET 33 SAN GABRIEL CA INC

By:

Name:

Qinghui Ni

Title:

CEO

Date:

July 1, 2026

ENSON MARKET 34 MONROVIA CA INC

By:

Name:

Qinghui Ni

Title:

CEO

Date:

July 1, 2026

SELLERS:

Good Fortune Supermarket of San Gabriel, LP, by its general partner

By:

Name:

John Xu

Title:

CEO

Date:

July 1, 2026

Good Fortune Supermarket of Monrovia, LP, by its general partner

By:

Name:

John Xu

Title:

CEO

Date:

July 1, 2026

ACKNOWLEDGED AND AGREED BY GUARANTOR

The undersigned, Mr. John Jun Xu, in his individual

capacity as guarantor under SBA Form 2128 for each Seller SBA Loan, hereby acknowledges and agrees to Section 1.2.6 and Article 4 of this

Agreement, accepts the benefits conferred on him as a Seller Indemnitee and as an express third-party beneficiary thereunder, and executes

this Agreement solely for those purposes. This acknowledgment does not make the undersigned a party to, or liable for any obligation of

Seller under, this Agreement for any other purpose.

GUARANTOR:

By:

Name:

Mr. John Jun Xu

Date:

July 1, 2026

SCHEDULE A

SELLER’S

ASSETS TO BE TRANSFERRED TO BUYER

● All

machinery, equipment, tools, fixtures, furniture, leasehold improvements, goods and any rights

under lease to use such machinery,

furnishings and equipment and those items of personal property and other tangible personal

property located at 137 S. San Gabriel Blvd, San Gabriel, CA 91776

● All

Office equipment, including, without limitation, computers, servers, hard-drives;

SCHEDULE

SELLER’S

ASSETS TO BE TRANSFERRED TO BUYER

● All

machinery, equipment, tools, fixtures, furniture, leasehold improvements, goods and any rights

under lease to use such machinery, furnishings and equipment and those items of personal

property and other tangible personal property located at 935 W Duarte Rd, Monrovia, CA 91016

● All

Office equipment, including, without limitation, computers, servers, hard-drives

EXHIBIT A-1 — PROMISSORY NOTE (San Gabriel)

PROMISSORY NOTE

Principal: $2,240,000 (Two Million Two Hundred Forty Thousand)

Interest Rate: Ten percent (10%) per annum, commencing January 1, 2027

only if the Principal is not paid in full on or before December 31, 2026. Upon an Event of Default, all unpaid amounts shall bear interest

at eighteen percent (18%) (or, if lower, the maximum rate permitted by applicable law) per annum until paid in full.

FOR VALUE RECEIVED, the undersigned, ENSON MARKET 33 SAN GABRIEL CA

INC having its business address at: ___137 S. San Gabriel Blvd, San Gabriel, CA 91776_(“Borrower”) promises to pay to the

order of Good Fortune Supermarket of San Gabriel, LP (“Lender”), at 137 S. San Gabriel Blvd, San Gabriel, CA 91776, or such

other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of Two Million Two

Hundred Forty Thousand Dollars ($2,240,000.00) (“Principal”), with interest thereon only if the Principal is not paid in full

on or before December 31, 2026, as set forth below. This note is one of the Promissory Notes delivered under Section 1.2.3 of that certain

Asset Purchase Agreement dated July 1, 2026, by and between Borrower as buyer, Good Fortune Supermarket of San Gabriel, LP and Good Fortune

Supermarket of Monrovia, LP, as sellers (as amended, the “Asset Purchase Agreement” or “APA”). Capitalized terms

not otherwise defined in this Note have the meanings given to them in the APA.

Borrower agrees to the following:

I. Payment Schedule. Borrower shall repay the principal amount of Two Million Two Hundred Forty Thousand Dollars ($2,240,000.00)

in one lump sum on or before December 31, 2026. If Borrower repays the Principal in full on or before December 31, 2026, no interest shall

accrue or be due under this Note.

In the event Borrower fails to repay the Principal in full

on or before December 31, 2026, interest shall begin to accrue on the outstanding unpaid Principal balance commencing January 1, 2027,

at a rate of ten percent (10%) per annum. Borrower shall then repay the outstanding Principal and accrued interest in three equal quarterly

installments as follows:

(a) One-third (1/3) of the outstanding unpaid Principal, plus any

accrued interest then due, on or before March 31, 2027;

(b) One-third (1/3) of the outstanding unpaid Principal, plus any

accrued interest then due, on or before June 30, 2027; and

interest, costs, and any other amounts due under this Note, on or before September 30, 2027.

All outstanding

Principal, accrued interest, costs, and any other amounts due under this Note shall be paid in full no later than September 30, 2027.

If any amount remains unpaid after September 30, 2027, an Event of Default shall occur, and all unpaid amounts shall bear interest at

eighteen percent (18%) (or, if lower, the maximum rate permitted by applicable law) per annum from the date of such Event of Default until

paid in full.

II. Events of Default. The occurrence of any of the following shall constitute a default under this

Note (an “Event of Default”) and shall give Lender the right, at its sole discretion, without notice or demand of any kind

to do any one or more of the following: (1) make all sums of principal, accrued interest, default interest, costs, and any other sums

owing under this Note immediately due and payable: and (2) exercise any other right or remedy under this Note, the APA, the Security Agreement,

the Inventory Purchase Agreements, the other Promissory Note or applicable law:

A. Borrower fails to make any payment of Principal, interest, default interest, costs, or any other amount

when due under this Note;

B. A petition or action for relief is filed by or against Borrower under the Bankruptcy Reform Act, Title

11 of the U.S. Code in effect from time to time, or under any other law relating to bankruptcy, insolvency, reorganization, moratorium,

Borrower composition, arrangement or other relief for borrower(s); the appointment of a receiver, trustee, custodian or liquidator of

or for any part of the assets or property of Borrower; Borrower makes a general assignment for the benefit of lender; Borrower fails to

pay its balance generally as payments become due; or the death, incapacity, insolvency, dissolution or termination of the business of

Borrower;

C. Any governmental or regulatory authority takes any action, or any other event occurs which, in the good

faith judgment of Lender, might have a material adverse effect on the financial condition or business of the Borrower;

D. Entry of any judgment(s) against Borrower, or attachment of any involuntary lien(s) of any kind or character

to any assets or property of Borrower, any of which, in the judgment of Lender, might have a material adverse effect on the financial

conditions or business of Borrower;

E. Any material adverse change occurs in the financial condition or business of Borrower;

F. Borrower defaults under the APA, the Security Agreement, the other Promissory Note, either Inventory Purchase

Agreement, or any other Transaction Document; any Guarantor defaults under the Personal and Corporate Guaranty or

G. Borrower sells, transfers, leases, encumbers, conceals, removes, materially damages, fails to insure,

or otherwise disposes of any Collateral except as permitted in the Security Agreement or with Lender’s prior written consent.

An Event of Default

under this Note constitutes a default under each other Transaction Document, and a default by Borrower or Buyer under any other Transaction

Document constitutes an Event of Default under this Note.

III. Escalation.

In the event of default, all unpaid Principal, accrued interest, default interest, costs,

and any other amounts owing under this Note shall become due immediately. From and after

the occurrence of an Event of Default, all unpaid amounts shall bear interest at eighteen

percent (18%) (or, if lower, the maximum rate permitted by applicable law) per annum until

paid in full.

IV. Waiver. No failure or delay on the part of Lender in exercising any power, right or privilege under

this Note or under any other related loan document executed of same date shall operate as a waiver thereof, and no waiver shall preclude

the exercise of any other power, right or privilege. Borrower hereby waives presentment, demand, protest, or notice of applicable statute

of limitations.

V. Miscellaneous. Wherever used in this Note, the term “month” shall mean a calendar month.

This Note shall be assignable by Lender and any future holder hereof, in whole or in part. All sums due hereunder shall be payable in

lawful money of the United States of America. If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender’s

costs and lawyer’s fees in an amount the court finds to be reasonable.

VI. Governing Law. This Note shall be governed by and construed in accordance with the laws of the

State of California. Subject to the arbitration provision below, the state and federal courts located in Los Angeles County, California

shall have jurisdiction over any court action permitted under this Section. Any dispute arising out of or relating to this Note that the

parties do not resolve shall be finally resolved by binding arbitration administered by JAMS in Los Angeles County, California, before

a single arbitrator under its Comprehensive Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, (a) either party may seek injunctive or provisional relief from a court to enforce the security interest,

and (b) Lender may bring in any court of competent jurisdiction any action to collect or enforce this Note, the APA, the Security Agreement,

the Inventory Purchase Agreements, the other Promissory Note, the Personal and Corporate Guaranty, or any security interest; the exclusive

venue for any such court action is Los Angeles County, California. To the fullest extent permitted by law, each party waives any right

to a trial by jury in any proceeding arising out of or relating to this Note. If Lender prevails in any action or proceeding to collect

or enforce this Note, Borrower shall pay Lender’s reasonable attorneys’ fees and costs.

VII. Security and Guaranty. Borrower’s obligations under this Note are secured by the Collateral, as

provided in Section 1.2.5 of the APA and the Security Agreement, which govern the grant, attachment, perfection, priority, and remedies

and under which Seller retains a purchase-money security interest in the Acquired Assets and their proceeds. Borrower’s obligations

under this Note are also guaranteed pursuant to the Personal and Corporate Guaranty executed by Qinghui Ni and ENSON GROUP, INC. (the

“Personal and Corporate Guaranty”) As provided in Section 1.2.5 of the APA, Seller is not required to deliver possession of

the Business Location until the Note, the Security Agreement, the Personal and Corporate Guaranty, and the UCC-1 covering inventory have

been executed and filed before Borrower receives possession, and the authenticated notifications required by UCC § 9-324(b) have

been received by all holders of conflicting security interests in inventory of the same type before Borrower receives possession, and

the UCC-1 covering equipment, fixtures, and fixed assets is filed before possession or within twenty (20) days thereafter; and Borrower

shall provide all information and execute all documents reasonably necessary to permit such filings and any required notifications to

holders of conflicting inventory security interests.

VIII. Single Transaction. This Note, the APA, the Security Agreement, the other Promissory Note, the

Inventory Purchase Agreements, and the Personal and Corporate Guaranty are the Transaction Documents, are part of a single integrated

transaction, and shall be construed consistently.

Executed this 1st day of July, 2026, at Monterey Park, California.

Borrower:

Name: ENSON MARKET 33 SAN GABRIEL CA INC

Signature:

Name:

Qinghui Ni

Title:

CEO

Date:

July 1, 2026

FEIN:

42-3220923

Lender:

Good Fortune Supermarket of San Gabriel, LP

Signature:

Name:

John Xu

Title:

CEO

Date:

July 1, 2026

EXHIBIT A-2 — PROMISSORY NOTE (Monrovia)

PROMISSORY NOTE

Principal: $2,240,000 (Two Million Two Hundred Forty Thousand)

Interest Rate: Ten percent (10%) per annum, commencing January 1, 2027

only if the Principal is not paid in full on or before December 31, 2026. Upon an Event of Default, all unpaid amounts shall bear interest

at eighteen percent (18%) per annum (or, if lower, the maximum rate permitted by applicable law) until paid in full.

FOR VALUE RECEIVED, the undersigned, ENSON MARKET 34 MONROVIA CA INC

having its business address at: ______935 W Duarte Rd, Monrovia, CA 91016_____(“Borrower”) promises to pay to the order of

Good Fortune Supermarket of Monrovia, LP (“Lender”), at 935 W Duarte Rd, Monrovia, CA 91016, or such other place as Lender

may designate in writing, in lawful money of the United States of America, the principal sum of Two Million Two Hundred Forty Thousand

Dollars ($2,240,000.00) (“Principal”), with interest thereon only if the Principal is not paid in full on or before December

31, 2026, as set forth below. This note is one of the Promissory Notes delivered under Section 1.2.3 of that certain Asset Purchase Agreement

dated July 1, 2026, by and between Borrower as buyer, Good Fortune Supermarket of San Gabriel, LP and Good Fortune Supermarket of Monrovia,

LP, as sellers (as amended, the “Asset Purchase Agreement” or “APA”). Capitalized terms not otherwise defined

in this Note have the meanings given to them in the APA.

Borrower agrees to the following:

IX. Payment Schedule. Borrower shall repay the principal amount of Two Million Two Hundred Forty Thousand Dollars ($2,240,000.00)

in one lump sum on or before December 31, 2026. If Borrower repays the Principal in full on or before December 31, 2026, no interest shall

accrue or be due under this Note.

In the event Borrower fails to repay the Principal in full

on or before December 31, 2026, interest shall begin to accrue on the outstanding unpaid Principal balance commencing January 1, 2027,

at a rate of ten percent (10%) per annum. Borrower shall then repay the outstanding Principal and accrued interest in three equal quarterly

installments as follows:

(a) One-third (1/3) of the outstanding unpaid Principal, plus any

accrued interest then due, on or before March 31, 2027;

(b) One-third (1/3) of the outstanding unpaid Principal, plus any

accrued interest then due, on or before June 30, 2027; and

interest, costs, and any other amounts due under this Note, on or before September 30, 2027.

All outstanding

Principal, accrued interest, costs, and any other amounts due under this Note shall be paid in full no later than September 30, 2027.

If any amount remains unpaid after September 30, 2027, an Event of Default shall occur, and all unpaid amounts shall bear interest at

eighteen percent (18%) per annum (or, if lower, the maximum rate permitted by applicable law) from the date of such Event of Default until

paid in full.

X. Events of Default. The occurrence of any of the following shall constitute a default under this

Note (an “Event of Default”) and shall give Lender the right, at its sole discretion, without notice or demand of any kind

to do any one or more of the following: (1) make all sums of principal, accrued interest, default interest, costs, and any other sums

owing under this Note immediately due and payable: and (2) exercise any other right or remedy under this Note, the APA, the Security Agreement,

the Inventory Purchase Agreements, the other Promissory Note provided by contract or applicable law:

H. Borrower fails to make any payment of Principal, interest, default interest, costs, or any other amount

when due under this Note;

I. A petition or action for relief is filed by or against Borrower under the Bankruptcy Reform Act, Title

11 of the U.S. Code in effect from time to time, or under any other law relating to bankruptcy, insolvency, reorganization, moratorium,

Borrower composition, arrangement or other relief for borrower(s); the appointment of a receiver, trustee, custodian or liquidator of

or for any part of the assets or property of Borrower; Borrower makes a general assignment for the benefit of lender; Borrower fails to

pay its balance generally as payments become due; or the death, incapacity, insolvency, dissolution or termination of the business of

Borrower;

J. Any governmental or regulatory authority takes any action, or any other event occurs which, in the good

faith judgment of Lender, might have a material adverse effect on the financial condition or business of the Borrower;

K. Entry of any judgment(s) against Borrower, or attachment of any involuntary lien(s) of any kind or character

to any assets or property of Borrower, any of which, in the judgment of Lender, might have a material adverse effect on the financial

conditions or business of Borrower;

L. Any material adverse change occurs in the financial condition or business of Borrower;

M. Borrower defaults under the APA, the Security Agreement, the other Promissory Note, either Inventory Purchase

Agreement, or any other Transaction Document; any Guarantor defaults under the Personal and Corporate Guaranty or

N. Borrower sells, transfers, leases, encumbers, conceals, removes, materially damages, fails to insure,

or otherwise disposes of any Collateral except as permitted in the Security Agreement or with Lender’s prior written consent.

An Event of Default

under this Note constitutes a default under each other Transaction Document, and a default by Borrower or Buyer under any other Transaction

Document constitutes an Event of Default under this Note.

XI. Escalation.

In the event of default, all unpaid Principal, accrued interest, default interest, costs,

and any other amounts owing under this Note shall become due immediately. From and after

the occurrence of an Event of Default, all unpaid amounts shall bear interest at eighteen

percent (18%) per annum (or, if lower, the maximum rate permitted by applicable law) until

paid in full.

XII. Waiver. No failure or delay on the part of Lender in exercising any power, right or privilege under

this Note or under any other related loan document executed of same date shall operate as a waiver thereof, and no waiver shall preclude

the exercise of any other power, right or privilege. Borrower hereby waives presentment, demand, protest, or notice of applicable statute

of limitations.

XIII. Miscellaneous. Wherever used in this Note, the term “month” shall mean a calendar month.

This Note shall be assignable by Lender and any future holder hereof, in whole or in part. All sums due hereunder shall be payable in

lawful money of the United States of America. If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender’s

costs and lawyer’s fees in an amount the court finds to be reasonable.

XIV. Governing Law. This Note shall be governed by and construed in accordance with the laws of the