REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2022, is made and entered into by and among Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between HWH INTERNATIONAL INC. and EF HUTTON LLC, as Representative of the Several Underwriters HWH INTERNATIONAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
The undersigned, HWH International Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENT between ALSET CAPITAL ACQUISITION CORP. and VSTOCK TRANSFER LLCWarrant Agreement • February 8th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 31, 2022, is by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ALSET CAPITAL ACQUISITION CORP. Bethesda, MD 20814Securities Subscription Agreement • January 13th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 8, 2021 by and between Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Alset Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 13th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022, between ALSET CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2022, is made and entered into by and among Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 31st, 2023 • Alset Capital Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
ALSET CAPITAL ACQUISITION CORP. INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 31, 2022, by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”).
Alset Capital Acquisition Corp. 7,500,000 Units Underwriting AgreementUnderwriting Agreement • February 4th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Alset Capital Acquisition Corp. Bethesda, MD 20814Underwriting Agreement • February 8th, 2022 • Alset Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A share of common stock, having a par or nominal value of US $0.0001 per share, of the Company (the “Common Stock”), one-half of one redeemable warrant (“Warrant”), and one right (“Right”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of US $11.50 per share, subject to adjustmen
RIGHTS AGREEMENTRights Agreement • February 4th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 31, 2022, between Alset Capital Acquisition Corp., a Delaware company (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between HWH International, Inc., a company incorporated under the laws of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 12th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), HWH International Inc., a Nevada corporation (the “Company”), and Alset Capital Acquisition Corp., a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 26th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 25, 2024 by and among HWH International Inc., a Delaware corporation (the “Seller”), and Alset Inc., a Texas corporation (the “Buyer”).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2023 • Alset Capital Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 2, 2023, which further amends the Amendment No. 1 to Investment Management Trust Agreement, by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • September 25th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Debt Conversion Agreement (the “Agreement”) is entered into effective as of September 24, 2024 by and between Alset International Limited, a Singapore company having an address of 9 Temasek Boulevard, #16-04, Suntec Tower Two, Singapore 038989 (“Parent”) and HWH International Inc., a Delaware corporation having an address of 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (the “Corporation”), with reference to the following facts:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HWH INTERNATIONAL inc.Placement Agent Common Stock Purchase Warrant • December 10th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from HWH International Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Placement Engagement Agreement, by and between the Company and D Boral Capital LLC, dated as of [____________], 2024.
ALSET CAPITAL ACQUISITION CORP.Office Space and Administrative Services Agreement • January 13th, 2022 • Alset Capital Acquisition Corp. • Blank checks
HWH INTERNATIONAL INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 10th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • September 25th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Debt Conversion Agreement (the “Agreement”) is entered into effective as of September 24, 2024 by and between Alset Inc., a Texas corporation having an address of 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (“Investor”) and HWH International Inc., a Delaware corporation having an address of 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (the “Corporation”), with reference to the following facts:
CREDIT FACILITY AGREEMENTCredit Facility Agreement • April 25th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS CREDIT FACILITY AGREEMENT (this “Agreement”), dated and effective April 24, 2024 (the “Effective Date”), is made between Alset Inc., a company incorporated under the laws of the State of Texas, having its principal office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Lender”) and HWH International Inc., a company incorporated under the laws of the State of Delaware, having its principal office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 (the “Borrower”). The Borrower and the Lender may also be individually known herein as a “Party”, and collectively be known herein as the “Parties”.
ALSET CAPITAL ACQUISITION CORP.Office Space and Administrative Services Agreement • February 8th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Alset Capital Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Alset Management Group, Inc. (“Alset Management”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (or any successor location). In exchange therefore, the Company shall pay Alset Management a sum of $10,000 per month on the Effective Date and continue
AGREEMENT AND PLAN OF MERGER by and among ALSET CAPITAL ACQUISITION CORP. HWH MERGER SUB, INC. and HWH INTERNATIONAL INC. Dated as of September 9, 2022Merger Agreement • September 12th, 2022 • Alset Capital Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 9, 2022 (this “Agreement”), by and among Alset Capital Acquisition Corp., a Delaware corporation (“Alset”), HWH Merger Sub, Inc., a Nevada corporation (“Merger Sub”), and HWH International Inc., a Nevada corporation (the “Company”). Alset, Merger Sub, and the Company are sometimes referred to individually herein as a “Party” and, collectively, the “Parties”.
COMPANY SHAREHOLDER SUPPORT AGREEMENTShareholder Agreement • September 12th, 2022 • Alset Capital Acquisition Corp. • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Support Agreement”), is entered into by the shareholder listed on Exhibit A hereto (the “Shareholder”), HWH International Inc., a Nevada corporation (the “Company), and Alset Capital Acquisition Corp., a Delaware corporation (“Alset”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 3rd, 2023 • Alset Capital Acquisition Corp. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 1, 2023, by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HWH INTERNATIONAL INCWarrant Agreement • December 10th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from HWH International Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED JANUARY 31, 2022 DECEMBER 18, 2023Satisfaction and Discharge of Indebtedness • January 12th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into December 18, 2023, to be effective as of the closing of the Business Combination, as defined below, by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), HWH International Inc., a Nevada corporation (“HWH”), and EF Hutton LLC (f/k/a EF Hutton LLC) (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
FORM OF PRE-FUNDED WARRANT] HWH INTERNATIONAL INC. PRE-FUNDED WARRANT TO PURCHASE COMMON SHARESPre-Funded Warrant Agreement • October 23rd, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
HWH International Inc. a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof until this Warrant is exercised in full ______________ (_____________) fully paid and nonassessable shares of common stock, par value $0.0001 per share, of the Company (“Common Shares”) subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 18. This Warrant is one of the Pre-Fu
