REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 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”).
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. 7,500,000 Units Underwriting AgreementUnderwriting Agreement • February 8th, 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 20814Alset Capital Acquisition Corp. • January 13th, 2022 • 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:
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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 13th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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. Bethesda, MD 20814Letter 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
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).
RIGHTS AGREEMENTRights Agreement • February 8th, 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 INDEMNITY AGREEMENTForm of Indemnity 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”).
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).
ALSET CAPITAL ACQUISITION CORP.Alset Capital Acquisition Corp. • January 13th, 2022 • Blank checks
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • January 13th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____, 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”).
ALSET CAPITAL ACQUISITION CORP.Alset Capital Acquisition Corp. • February 4th, 2022 • 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, 2022Agreement and Plan of Merger • 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 AGREEMENTCompany Shareholder Support 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).
SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED JANUARY 31, 2022 DECEMBER 18, 2023Satisfaction And • 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).
