Debt Conversion and Novation Agreement among JP Outfitters, Inc., Alice Wong Mei Wai, and Santai Global Asset Management, Ltd.
JP Outfitters, Inc., Alice Wong Mei Wai, and Santai Global Asset Management, Ltd. have agreed to restructure a $2.9 million debt owed by JP Outfitters to Alice. Alice will transfer $1.5 million of this debt to Santai, who will then convert it into equity in JP Outfitters. As a result, JP Outfitters reduces its debt and improves its equity position, while Santai assumes a $1.5 million payable to Alice, with a repayment schedule to be determined.
Exhibit 10.47
AGREEMENT
THIS AGREEMENT is executed on December 7, 2023, to confirm and document certain actions completed and agreements made by and among: (i) JP Outfitters, Inc, a Delaware incorporated company (“JPO”), (ii) Alice Wong Mei Wai (“Alice”), a resident of Hong Kong, and (iii) Santai Global Asset Management, Ltd., a Hong Kong limited company (“Santai”), and a controlling shareholder of JPO. JPO, Alice, and Santai referred to herein individually as a “Party” and collectively as the “Parties”. All amounts in this agreement are in USD.
BACKGROUND
A. JPO is a DTC apparel company which operates two brands — J. Peterman and Territory Ahead. Alice has a long standing business relationship with the J. Peterman brand since early 1990’s. As of November 30, 2023, JPO had an outstanding note payable to Alice in the amount of $2,900,000.
B. JPO wishes to improve the equity position of the company and the parties agree to do what is necessary to achieve same through a conversion of debt to equity.
In light of the Background described above, the Parties hereby acknowledge and consent to the following:
1. JPO had a note payable to Alice in the amount of $2,900,000 as of November 30, 2023. Alice agrees to have a portion of her note receivable from JPO novated to Santai.
2. Santai agrees to acquire from Alice the note payable due to Alice by JPO in the amount of $ reducing the debt due to Alice by JPO in a like amount and increasing a debt due Alice by Santai in a like amount.
3. Santai now agrees to convert the receivable of $1,500,000 from JPO it just acquired from Alice into capital contribution to JPO. Hereafter, JPO will convert $1,500,000 of its debt into equity, and Santai will record a payable to Alice of $1,500,000.
4. Santai and Alice have agreed to determine a repayment schedule for Santai to pay off its note payable of $1,500.000 due to Alice.
Signature Page to Acknowledgement and Consent
| JP OUTFITTERS, LLC | |
| /s/ | |
| ALICE WONG MEI WAI | |
| /s/ | |
| SANTAI GLOBAL ASSET MANAGEMENT, LTD | |
| /s/ |
