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”).
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.
HWH INTERNATIONAL INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 10th, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
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).
