Form of Fourth Novation Agreement
Exhibit 10.46
AGREEMENT
THIS AGREEMENT is executed on September 30, 2023, to confirm and document certain actions completed and agreements made by and among: (i) JP Outfitters, Inc, a Delaware incorporated company (“JPO”), (ii) Sterling Apparel Limited, a Hong Kong limited company (“Sterling”), and (iii) Santai Global Asset Management, Ltd., a Hong Kong limited company (“Santai”). JPO, Sterling, and Santai referred to herein individually as a “Party” and collectively as the “Parties”.
BACKGROUND
A. JPO and Santai entered into a Capital Contribution Acknowledgement and Consent dated September 14th, 2022 (‘CCAC”).
B. The CCAC described certain actions taken with respect to amounts owed to Sterling by JPO and payments by Santai to Sterling which affect the capital of Santai in JPO. The CCAC is hereby incorporated herein by reference.
In light of the Background described above, the Parties hereby acknowledge and consent to the following:
l. Sterling has sold and supplied apparel and other items to JPO.
2. JPO had a trade payable to Sterling in the amount of about $1 million as of September 30, 2023
3. After taking into consideration the effect of the CCAC, Santai has agreed to acquire from Sterling the trade payable due to Sterling by JPO in the amount of US$500,000, reducing the debt due to Sterling by JPO in a like amount and increasing a debt due Sterling by Santai in a like amount.
4. Santai now agrees to convert the receivable of $500,000 from JPO it just acquired from Sterling into capital contribution to JPO. Hereafter, JPO will convert $500,000 of its debt into equity, and Santai will record a payable to Sterling of $500,000.
5. From time to time after hereafter, Santai may agree to pay additional amounts to Sterling or acquire debts payable to Sterling on behalf of IPO.
6. Sterling and JPO have agreed to determine a repayment schedule for JPO to pay off the balance of its accounts payable due to Sterling.
