0001493152-22-003269 Sample Contracts

WARRANT AGREEMENT between ALSET CAPITAL ACQUISITION CORP. and VSTOCK TRANSFER LLC
Warrant Agreement • February 4th, 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”).

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Alset Capital Acquisition Corp. 7,500,000 Units Underwriting Agreement
Underwriting 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”).

RIGHTS AGREEMENT
Rights 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”).

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