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:
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
