HWH International Inc.

EX-10.1 · ex10-1.htm

EX-10.1
 2
 ex10-1.htm
 EX-10.1

 Exhibit 10.1

 AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT

 THIS
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “ Amendment ”), dated and effective June 8, 2026 (the
“ Effective Date ”), is made between HWH International Inc., a company incorporated under the laws of the State of Nevada,
having its principal office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “ Company ”)
and Smart Dynamics Technology Limited a company incorporated in the British Virgin Islands (BVI Company Number: 2182290), with its registered
address at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110 (the
“ Purchaser ”) shall amend the terms and conditions of that certain Securities Purchase Agreement entered into by the
Company and the Purchaser on May 27, 2026 (the “ Agreement ”). The Company and the Purchaser may also be individually
known herein as a “ Party ”, and collectively be known herein as the “ Parties ”.

 WHEREAS,
 the Company and Purchaser wish to amend the Agreement; and

 WHEREAS,
 the Securities Purchase Agreement shall remain unchanged by this Amendment, other than (i) the addition to Section 2.3(b) made herein,
to specifically require the receipt of an extension from Nasdaq of an extension to regain compliance with Listing Rule 5550(b)(1) as
a condition to Closing; and (ii) the amendment or waiver (as applicable) of any restriction either in (a) the definition of “Purchaser
Consent Matter” included in the Agreement, (b) Section 3.1(f) of the Agreement, or (c) Section 4.6 of the Agreement that would
restrict the Company from making a one-time sale of up to 250,000 shares of the Company’s common stock at a purchase price of $2.00
per share;

 NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the Parties hereto agree as follows:

 l. Amendment to Section 2.3(b) . Section 2.3(b) of the Agreement is hereby amended to add
an additional section, which shall read:

 (viii)
the Company shall not have received from the Nasdaq a final written determination rejecting the Company’s plan to regain compliance
with Listing Rule 5550(b)(1) (including any appeal filed by the Company in connection therewith); provided that the Company shall have
submitted such compliance plan to Nasdaq no later than July 13, 2026.

 2. Amendment
to the definition of “Purchaser Consent Matter”. The definition of “Purchaser Consent Matter” is hereby amended
state the following:

 “Purchaser
Consent Matter” means any Related Party Matter, any issuance of equity securities or securities convertible into or exercisable
for equity, any incurrence of indebtedness outside the ordinary course of business, any acquisition or disposition of assets that is
material to the Company, any amendment to the Company’s charter documents or change in the size of the Board of Directors, any
amendment to or implementation of any equity compensation arrangement, and any material disclosure relating to the transactions contemplated
by this Agreement. This restriction shall not apply to the Company’s right (i) to issue up to 2,000,000 shares of common stock
to certain officers, directors, other management, employees, and certain other individuals who have provided services to the Company
(provided that the recipients thereof shall be subject to a lockup of 12 months from the date of issuance of such shares); and (ii) to
make a one-time sale of 250,000 shares of the Company’s common stock at a price of $2.00 per share to certain affiliates of the
Company.

 3. Amendment
to Section 3.1(f). Section 3.1(f) of the Agreement is hereby amended to read as follows:

 (f) Capitalization.
The Company has not issued any capital stock or any securities convertible or exercisable for capital stock since its most recently filed
periodic report under the Exchange Act. However, the Purchaser agrees that the Company shall have the right (i) to issue up to 2,000,000
shares of common stock to certain officers, directors, other management, employees, and certain other individuals who have provided services
to the Company (provided that the recipients thereof shall be subject to a lockup of 12 months from the date of issuance of such shares);
and (ii) to make a one-time sale of 250,000 shares of the Company’s common stock at a price of $2.00 per share to certain affiliates
of the Company.

 4. Waiver
to Section 4.6. The Parties hereby agree that Section 4.6 of the Agreement shall in no way limit or otherwise restrict the Company
from making a one-time sale of 250,000 shares of the Company’s common stock at a price of $2.00 per share to certain affiliates
of the Company.

 5. No
Other Modifications. Except as specifically set forth herein, all terms and conditions of the Agreement, as amended, shall remain
unchanged and in full force and effect.

 6. Severability.
In the event any provision of this Amendment is deemed to be void, invalid, or unenforceable, that provision shall be severed from the
remainder of this Amendment so as not to cause the invalidity or unenforceability of the remainder of this Amendment. All remaining provisions
of this Amendment shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth,
such provision shall be deemed valid to the extent of the scope and breadth permitted by law.

 7. Counterparts.
This Amendment may be executed by one or more of the Parties on any number of separate counterparts (including by telecopy), and all
of said counterparts taken together shall be deemed to constitute one and the same instrument and agreement. Delivery of an executed
counterpart to this Amendment by facsimile transmission or by electronic mail in pdf. format shall be as effective as delivery of a manually
executed counterpart hereof. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties are intended
to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature and, when used elsewhere
in this Amendment, “electronic transmission,” means any electronic sound, symbol, or process attached to or logically associated
with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures.

 [Signature
Page Follows.]

 IN
WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, the Company and the Purchaser affix their signatures hereto.

 Signed by the Company:

 HWH INTERNATIONAL INC.

 By:
 /s/ Chan Heng Fai

 Name:
 Chan Heng Fai

 Title:
 Chairman and CEO

 Signed by the Purchaser:

 SMART DYNAMICS TECHNOLOGY LIMITED

 By:
 /s/ Liu Ming Xing

 Name:
 Liu Ming Xing

 Title:
 Director

EX-10.5 · ex10-5.htm

EX-10.5
 3
 ex10-5.htm
 EX-10.5

 Exhibit 10.5

 STOCK
PURCHASE AGREEMENT

 This
 STOCK PURCHASE AGREEMENT (this “Agreement” ) is made as of June 8, 2026 by and among HWH International
Inc., a Nevada corporation (the “Seller” ), and Alset Inc., a Texas corporation (the “ Buyer ”).

 RECITALS

 WHEREAS ,
Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act” ), and Rule 506(b) of Regulation
D ( “Regulation D” )as promulgated under the Securities Act;

 WHEREAS ,
the Seller wishes to sell 250,000 shares (the “ HWH Shares ”) of its common stock, par value $0.0001 per share (“ HWH
Common Stock ”), at a purchase price equal to $2.00 per share (the “ HWH Common Stock ”), upon the terms
and conditions set forth in this Agreement.

 WHEREAS ,
the Buyer wishes to purchase the HWH Shares upon the terms and conditions set forth in this Agreement.

 NOW ,
 THEREFORE , in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

 1.
SALE AND PURHCASE OF SHARES.

 1.1
SALE. On the terms and subject to the conditions set forth in this Agreement, at the Closing Seller will sell, convey, transfer and
assign to Buyer, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description,
and Buyer will purchase and accept from Seller, the HWH Shares.

 1.2
PURCHASE . In consideration therefor, Buyer will convey, transfer and assign to Seller, and Seller will accept from Buyer, $500,000
(Five Hundred Thousand U.S. Dollars) (such purchase and sale referred to as the “ Purchase ”).

 2.
REPRESENTATIONS AND WARRANTIES.

 2.1
REPRESENTATIONS AND WARRANTIES BY THE SELLER. The Seller represents and warrants to Buyer as follows as of the date hereof:

 (a)
 Organization and Good Standing. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization, as the case may be.

 (b)
 Requisite Power and Authority . Seller has all necessary power and authority to execute and deliver this Agreement and the other
agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby
and thereby (the “ Transaction Documents ”) and to carry out their provisions. All action on Seller’s part
required for the execution and delivery of this Agreement and the other Transaction Documents has been taken. Upon its execution and
delivery, this Agreement and the other Transaction Documents will be valid and binding obligations of Seller, enforceable in accordance
with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict
the availability of equitable remedies.

 (c)
 No Violations. The execution and delivery of the Transaction Documents, and the consummation by the Seller of the transactions
contemplated thereby, does not (i) result in a violation of either the Certificate of Incorporation or By-laws of the Seller, or (ii)
constitute a default under (or an event which with notice or lapse of time or both could become a default) or give to others any rights
of termination, amendment or cancellation of, any material agreement, indenture or instrument to which the Seller is a party unless the
same shall have been waived or consented to by the other party, or result in a violation of any law, rule, regulation, order, judgment
or decree (foreign or domestic and including federal and state securities laws and regulations) applicable to the Seller or by which
any material property or asset of the Seller is bound or affected other than any of the foregoing which would not have a Material Adverse
Effect.

 (d)
 Good Title . The HWH Shares issued by Seller shall be free and clear of any lien, encumbrance, adverse claim, restriction on sale,
transfer or voting (other than restrictions imposed by applicable securities laws), preemptive right, option or other right to purchase,
and upon the consummation of the sale of such HWH Shares as contemplated hereby, Buyer will have good title to such HWH Shares, free
and clear of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than restrictions imposed by applicable
securities laws), preemptive right, option or other right to purchase.

 (e)
 Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Seller
other than restriction. Seller has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable
pursuant to this Agreement.

 2.2
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to the Seller, as of the date hereof, as follows:

 (a)
 Organization and Good Standing . Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization, as the case may be.

 (b)
 Requisite Power and Authority . Buyer has all necessary power and authority to execute and deliver this Agreement and the other
Transaction Documents and to carry out their provisions. All action on Buyer’s part required for the execution and delivery of
this Agreement and the other Transaction Documents has been taken. Upon its execution and delivery, this Agreement and the other Transaction
Documents will be valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except (a) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’
rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

 (c)
 Issuance of HWH Shares . The HWH Shares have been duly authorized and, upon issuance in accordance with the terms hereof, shall
be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the HWH Shares shall be fully paid
and non- assessable with the holder being entitled to all rights accorded to a holder of HWH Common Stock.

 (d)
 No Reliance . Buyer has not relied on and is not relying on any representations, warranties or other assurances regarding the Seller
and other than the representations and warranties expressly set forth in this Agreement.

 2.3
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties shall survive the Closing for a period of 12 months
and shall be fully enforceable at law or in equity against the parties and each party’s successors and assigns.

 3.
CLOSING.

 3.1
Conditions to Seller’s Obligations . The obligations of Seller under this Agreement, shall be subject to satisfaction of the
following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied
in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the
representations and warranties of Buyer herein shall have been true and correct in all respects when made, shall have continued to have
been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and
as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller
all documents necessary to issue the HWH Shares to Buyer, as contemplated by this Agreement; (iv) Buyer shall have obtained or made,
as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate
the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; and
(v) Seller shall have received authorization from the Nasdaq Stock Market (“Nasdaq”) for the issuance of the HWH Shares,
if required by the rules of the Nasdaq.

 3.2
Conditions to Buyer’s Obligations . The obligations of Buyer under this Agreement, shall be subject to satisfaction of the following
conditions, unless waived by Buyer: (i) Seller shall have performed in all respects all agreements, and satisfied in all respects all
conditions on their part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties
of Seller herein shall have been true and correct in all material respects when made, shall have continued to have been true and correct
in all material respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing
as though made on, as of, and with reference to such Closing; (iii) Seller shall have executed and delivered to Buyer all documents necessary
issue the HWH Shares to Buyer, as contemplated by this Agreement; (iv) Seller shall have obtained or made, as applicable, all consents,
authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated
by this Agreement, including all items required under the incorporation document and bylaws of Seller; and (v) Seller shall have received
authorization from Nasdaq for the issuance of the HWH Shares, if required by the rules of Nasdaq.

 3.3
Closing Documents. At the Closing

 (a)
Seller shall deliver to Buyer, in form and substance reasonably satisfactory to Buyer (i) a duly executed copy of this Agreement, together
with any other Transaction Documents (ii) certificates evidencing the HWH Shares, together with stock powers duly for such certificates
to allow such certificates to be registered in the name of Buyer, or evidence of such book-entry transfer of the HWH Shares to Buyer;
(iii) copies of resolutions adopted by the board of directors of Seller and certified by the Secretary of Seller authorizing the execution
and delivery of, and performance of Seller’s obligations under, this Agreement.

 (b)
Buyer shall deliver to Seller, in form and substance reasonably satisfactory to Seller (i) a duly executed copy of this Agreement, together
with any other Transaction Documents (ii) the Purchase price; (ii) copies of resolutions adopted by the board of directors of Buyer and
certified by the Secretary of Buyer authorizing the execution and delivery of, and performance of Buyer’s obligations under, this
Agreement

 4.
MISCELLANEOUS.

 4.1
ADDRESSES AND NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via e-mail transmission prior to 5:00 P.M., New York City time, on a trading day, (b) the next trading day after the date
of transmission, if such notice or communication is delivered via e-mail transmission on a day that is not a trading day or later than
5:00 P.M., New York City time, on any trading day, (c) the trading day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to
be given. The address and e-mail address for such notices and communications shall be as follows:

 If
 to Seller to:
 HWH
 International Inc.

 4800
 Montgomery Lane, Suite 210

 Bethesda,
 Maryland 20814

 Attention:
 Ronald Wei

 Telephone:
 (301) 971-3955

 Email:

 If
 to Buyer:
 Alset
 Inc.

 4800
 Montgomery Lane, Suite 210

 Bethesda,
 Maryland 20814

 Attention:
 Alan Lui

 Telephone:

 Email:

 Any
such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt
by such person of notices hereunder.

 4.2
TITLES AND CAPTIONS. TITLES AND CAPTIONS. All Article and Section titles or captions in this Agreement are for convenience only.
They shall not be deemed part of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions
hereof.

 4.3
ASSIGNABILITY. This Agreement is not transferable or assignable by the undersigned.

 4.4
PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine
or neuter forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa.

 4.5
FURTHER ACTION. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all
such action as may be necessary or appropriate to achieve the purposes of this Agreement. Each party shall bear its own expenses in connection
therewith.

 4.6
APPLICABLE LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Maryland without regard
to its conflict of law rules.

 4.7
BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators,
successors, legal representatives, personal representatives, permitted transferees and permitted assigns. If the undersigned is more
than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators
and successors.

 4.8
INTEGRATION. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes
and replaces all prior and contemporaneous agreements and understandings, whether written or oral, pertaining thereto, including without
limitation, the Prior Agreement. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to
interpret, change or restrict the express provisions hereof.

 4.9
AMENDMENT. Neither this Agreement nor any term or provision hereof may be amended, modified, waived or supplemented orally, but only
by a written consent executed by the parties hereto.

 4.10
CREDITORS. None of the provisions of this Agreement shall be for the benefit of or enforceable by creditors of any party.

 4.11
WAIVER. No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement
or to exercise any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other
covenant, agreement, term or condition.

 4.12
RIGHTS AND REMEDIES. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation
of one or more of the provisions of this Agreement shall not preclude the implementation of any other provision.

 4.13
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall
create a valid and binding obligation of the party executing(or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.

 SIGNATURES
ON THE FOLLOWING PAGES

 IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective representatives hereunto authorized as
of the day and year first above written.

 By
 Buyer:

 ALSET
 INC.

 By:
 /s/
 Chan Heng Fai

 Name:
 Chan
 Heng Fai

 Title:
 Chairman
 and Chief Executive Officer

 By
 Seller:

 HWH
 INTERNATIONAL INC.

 By:
 /s/
 Rongguo Wei

 Name:

 Rongguo
 Wei

 Title:

 Chief
 Financial Officer