ContractPurchase Warrant Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
Underwriting AgreementUnderwriting Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Delaware
This Amended and Restated Share Purchase Agreement (this “Agreement”) is made effective as of May 31, 2023, (the “Effective Date”), by and between Santai Global Asset Management Limited, a Hong Kong company (the “Seller”), and AA Assets Limited (“Purchaser”), a Hong Kong Company, wholly owned by Sam Kwok Wai Chung, residing at 50A Tower 3, Ocean Pointe, Sham Tseng, NT, Hong Kong:
Rosenthal & RosenthalFinancing Agreement Joinder, Amendments and Waivers • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
Reference is made to (i) the Financing Agreement entered into between Rosenthal & Rosenthal, Inc. (“Rosenthal”) and JP Outfitters, LLC (“JPO”), dated June 11, 2019, as amended and supplemented (the “Financing Agreement”), (ii) the Inventory Security Agreement entered into between Rosenthal and JPO dated June 11.2019 (the “Inventory Security Agreement”), granting Rosenthal a security interest in JPO’s inventory for its obligations to Rosenthal under the Financing Agreement, (iii) the $ 112.500 Promissory Note from JPO to Rosenthal dated December 30, 2020 (the “Note”), and (iv) the other agreements evidencing or granting collateral security for the obligations of JPO to Rosenthal (the Financing Agreement. the Inventory Security Agreement, the Note, and such other agreements being hereinafter referred to as the “Loan Document”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Financing Agreement.
Contractu.s. Trademark Assignment • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Massachusetts
This U.S. Trademark Assignment (this “Assignment”) is effective as of February 12, 2020, by and between CRAIG JALBERT, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Assignor”) and TA Outfitters, LLC, an Ohio limited liability company (“Assignee”) with a principal place of business at 5345 Creek Road, Blue Ash, OH 45242.
First Amendment to Amended and Restated Promissory NotePromissory Note • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) is executed as of September 2nd, 2022, to be effective as of June 30, 2022, by and between JP Outfitters, LLC, a Delaware limited liability company (the “Borrower”) and Santai Global Asset Management Company Limited, a Hong Kong limited company (the “Lender”).
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Massachusetts
This Intellectual Property Assignment (this “Assignment”) is effective as of February 12, 2020, by and among CRAIG JALBERT, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Assignor”) and TA Outfitters, LLC, an Ohio limited liability company (“Assignee”), with a principal place of business at 5345 Creek Road, Blue Ash, OH 45242, and is made in connection with that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among Assignor and Assignee. All capitalized terms used but not defined in this Assignment have the meanings given to them in the Purchase Agreement.
AGREEMENTCapital Contribution Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
THIS AGREEMENT is executed on September 28th, 2022, to confirm and document certain actions completed and agreements made by and among: (i) JP Outfitters, LLC, a Delaware limited liability company (“JPO”), (ii) Sterling Apparel Limited, a Hong Kong limited company (“Sterling”), and (iii) Santai Global Asset Management, Ltd. fka Santai Biotechnology Research Institute Company Limited, a Hong Kong limited company (“Santai’). JPO, Sterling, Asiamax and Santai referred to herein individually as a “Party” and collectively as the “Parties”.
ASSIGNMENT OF PROMISSORY NOTE AND WARRANTAssignment of Promissory Note and Warrant • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
THIS ASSIGNMENT OF PROMISSORY NOTE and WARRANT is made this 28th day of March, 2022, by and between AsiaMax Holdings Limited (“Assignor”), a Hong Kong limited company with registered address at 18 - 19/F Win Plaza, 9 Sheung Hei Street, San Po Kong, Kowloon, Hong Kong and Santai Biotechnology Research Institute Company Limited, a Hong Kong limited company with registered address at 1l/F Fuk Chiu Factory Building, 20 Bute Street, Mongkok, Kowloon, Hong Kong (“Assignee”).
DOMAIN NAME AND SOCIAL MEDIA ASSIGNMENTDomain Name and Social Media Assignment • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Massachusetts
This Domain Name and Social Media Assignment (this “Assignment”) is effective as of February 12, 2020, by and among Craig Jalbert, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Assignor”) and TA Outfitters, LLC, an Ohio limited liability company (“Assignee”) with a principal place of business at 5345 Creek Road, Blue Ash, Ohio 45242, and is made in connection with that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among Assignor and Assignee. All capitalized terms used but not defined in this Assignment have the meanings given to them in the Purchase Agreement.
AMENDMENT NO. 1 TO MERCHANDISE LICENSE AGREEMENTMerchandise License Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
Amendment No. 1 to Merchandise License Agreement, dated as of March 16, 2021 (the “Amendment”), between Guideboat Acquisition LLC, a Delaware limited liability company (“Licensor”), and JP Outfitters, LLC, a Delaware limited liability Company (“Licensee” and together with Licensor, the “Parties” and each, a “Party”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Delaware
This Share Purchase Agreement (this “Agreement”) is made effective as of January 1st, 2023, (the “Effective Date”), by and between Santai Global Asset Management Limited, a Hong Kong company (the “Seller”), and AA Assets Limited (“Purchaser”), a Hong Kong Company, wholly owned by Sam Kwok Wai Chung, residing at 50A Tower 3, Ocean Pointe, Sham Tseng, NT, Hong Kong:
PARENT GUARANTYParent Guaranty • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
This Parent Guaranty is entered into as of the 12th day of February, 2020 (the “Guaranty”) by and between Craig Jalbert, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Seller”) and JP Outfitters, LLC, a Delaware limited liability company (the “Guarantor”).
ROSENTHAL & ROSENTHAL, INC.Financing Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
Reference is made to the Financing Agreement entered into between Rosenthal & Rosenthal, Inc. (“Lender”) and JP Outfitters, LLC (“Borrower”) dated June 11, 2019, as amended or supplemented (the “Financing Agreement”).
TRADEMARK ASSIGNMENTTrademark Assignment • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Massachusetts
This Trademark Assignment (this “Assignment”) is effective as of February 12, 2020, by and among CRAIG JALBERT, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Assignor”) and TA Outfitters, LLC an Ohio limited liability company (“Assignee”) with a principal place of business at 5345 Creek Road, Blue Ash, OH 45242, and is made in connection with that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among Assignor and Assignee. All capitalized terms used but not defined in this Assignment have the meanings given to them in the Purchase Agreement.
Rosenthal & Rosenthal, Inc. Financing AgreementFinancing Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
AGREEMENT dated June 11, 2019 between JP Outfitters, LLC (“Borrower”), a Limited Liability Company duly organized and presently existing in good standing under the laws of the State of Delaware with an address at 1111 Brickell Avenue, Suite 1300, Miami, FL 33131 and ROSENTHAL & ROSENTHAL, INC. (“Lender”), a New York corporation with an address at 1370 Broadway, New York NY 10018.
INDUSTRIAL BUILDING LEASEIndustrial Building Lease • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
This Section contains the Basic Terms of this lease (this “Lease”) between Landlord and Tenant, as each is named below. Other Sections of the Lease referred to in this Section 1explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Florida
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of July 31, 2021 (the “Effective Date”), by and between DTC Consulting, LLC, a Florida limited liability company (“Service Provider”), and JP Outfitters, LLC, a Delaware limited liability company (the “Company”).
Stock Transfer AgreementStock Transfer Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Delaware
This Stock Transfer Agreement (the “Agreement”) is made and entered into as of April 20, 2023 (the “Effective Date”) by and between Santai Global Asset Management Limited, a Hong Kong company (“Santai”) and Arnold Cohen (“Cohen”), as follows:
SURRENDER AND ASSET SALE AGREEMENT by and among Rosenthal & Rosenthal, Inc. As “Seller” and JP Outfitters, LLC As “Buyer” And The J. Peterman Company, LLC As “Borrower” May 31, 2019Surrender and Asset Sale Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Ohio
THIS SURRENDER AND ASSET SALE AGREEMENT (this “Agreement”) is made and entered into effective as of May 31, 2019, by and among Rosenthal & Rosenthal, Inc., a New York corporation (the “Seller”), JP Outfitters, LLC, a Delaware limited liability company (the “Buyer”), and The J. Peterman Company, LLC a Delaware limited liability company (the “Borrower”).
MERCHANDISE LICENSE AGREEMENTMerchandise License Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Massachusetts
THIS MERCHANDISE LICENSE AGREEMENT (this “Agreement”), including these Standard Terms and Conditions and all schedules and exhibits annexed hereto and incorporated by reference herein, is made as of July 1, 2019, between Guideboat Acquisition LLC, a Delaware limited liability company, with an address at 800 Boylston Street, 27th Floor, Boston, MA 02199 (“Licensor”), and JP Outfitters, LLC, a Delaware limited liability company, with an address 5345 Creek Rd., Cincinnati, OH 45242 (“Licensee”). Licensor and Licensee may be referred to at times as the “parties” or, individually, as a “party”.
RETENTION AGREEMENTRetention Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
JP Outfitters, LLC; (the “Company”) and KCP Advisory Group LLC (“KCPAG’’) hereby enter into this agreement (“Agreement’) as of June 11, 2019 (“Effective Date”) by which the Company engages KCPAG, as of the Effective Date, to act as its exclusive financial advisor to perform the services provide for in this Agreement. KCPAG accepts such engagement, the terms of which shall be governed by this Agreement subject only to its receipt of the Retainer (defined below).
ROSENTHAL & ROSENTHAL, INC.Financing Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
Reference is made to the Financing Agreement entered into between Rosenthal & Rosenthal, Inc. (“Lender”) and JP Outfitters, LLC (“Borrower”) dated June 11, 2019, as amended or supplemented (the “Financing Agreement”).
AGREEMENTAgreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
THIS AGREEMENT is executed on November 29, 2022, to confirm and document certain actions completed and agreements made by and among: (i) JP Outfitters, LLC, a Delaware limited liability company (“JPO”), (ii) Sterling Apparel Limited, a Hong Kong limited company (“Sterling”). and (iii) Santai Global Asset Management, Ltd. fka Santai Biotechnology Research Institute Company Limited, a Hong Kong limited company (“Santai”). JPO, Sterling, and Santai referred to herein individually as a “Party” and collectively as the “Parties”.
ROSENTHAL & ROSENTHAL, INC.Financing Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores
Reference is made to the Financing Agreement entered into between Rosenthal & Rosenthal, Inc. (“Lender”) and JP Outfitters, LLC (“Borrower”) dated June 11, 2019, as amended or supplemented (the “Financing Agreement”).
ASSET PURCHASE AGREEMENT by and among Craig Jalbert, Assignee of DAI Holding, LLC As “Seller” and TA Outfitters, LLC As “Buyer” February 12, 2020Asset Purchase Agreement • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Ohio
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of February 12, 2020, by and among Craig Jalbert, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Seller”) and TA Outfitters, LLC, an Ohio limited liability company (the “Buyer”).
ASSIGNMENT AND ASSUMPTION OF TRADE DEBT OBLIGATIONSAssignment and Assumption of Trade Debt Obligations • June 5th, 2023 • JP Outfitters, Inc. • Retail-apparel & accessory stores • Ohio
THIS ASSIGNMENT AND ASSUMPTION OF TRADE DEBT OBLIGATIONS (this “Assignment”) is made and entered into as of the 11th day of June 2019, by and among The J. Peterman Company, LLC (“Assignor”), JP Outfitters, LLC, LLC, a Delaware limited liability company (“Assignee”) and Sterling Apparel Limited (“Vendor”).
