Exhibit
10.8


 


CLARIFICATION
AGREEMENT


 


This
Clarification Agreement (this “Agreement”), dated April 8, 2022, is to the Common Stock Purchase Warrant Agreement, (the
“Warrant Agreement”), and Stock Purchase Agreement (the “Stock Agreement”) dated as of December 10, 2021 by and
between Novea Inc., a Wyoming Corporation (“Company”), and Newpoint Financial Corp, a Delaware Corporation (“Purchaser”).


 


WHEREAS,
as a result of certain questions that have arisen regarding the accounting treatment applicable to the warrants, the parties hereto deem
it necessary and desirable to amend the Warrant Agreement to clarify that the registered holders have the right to exercise the option
only upon public listing and sale of the Company’s shares; and


 


WHEREAS,
as a result of certain questions that have arisen regarding the Purchaser’s ability to influence the Company via appointment to
the Company’s Board of Directors, the parties hereto deem it necessary and desirable to amend the Stock Agreement, which provides
that Purchaser has the right to appoint one person as a member of the Board of Directors; and


 


NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant
Agreement and Stock Agreement, respectively, as set forth herein.


 


1.
Warrant Agreement. The Warrant Agreement is hereby clarified by adding the following subsection (f) under Section 2:


 


“The
ability to exercise the purchase rights under this section shall occur only after shares of the Company are listed on a public stock
exchange.”


 


2.
Stock Agreement. The Articles of Amendment, section 2(e) is hereby clarified by the following modification:


 


The
Purchaser shall have the right to appoint one (1) person as a Board Observer to the Board of Directors (“Board”). This nominee
shall have all the same rights and privileges of other Board of Directors in connection with Board notice provisions, attendance to all
Board meetings, access to all Board information including but not limited to review of the Company’s books and records, with the
exception that the member may not vote on motions presented. All other terms and provisions in Section 2(e) shall remain.


 


3.
Definition of “Stated Value”. Wherever the value of Preferred Shares is referenced, it shall be defined as having a stated
value of $100 per share.


 


4.
Other Provisions.


 




(a)
Governing Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction.





 


(b)
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns.


 


(c)
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as set forth
in this Agreement, provisions of the Warrant Agreement and Stock Agreement which are not inconsistent with this Agreement shall remain
in full force and effect. This Agreement may be executed in counterparts.


 


(d)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.




 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Clarification Agreement as of the date first written above.


 








	 	NOVEA,
    Inc.
	 	 	 
	 	By:	
	 	 	 
	 	NEWPOINT
    FINANCIAL CORP.
	 	 	 
	 	By: