ESYN 8-K
HWH International Inc. (ESYN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Smart Dynamics Technology Limited (the “Purchaser”), pursuant to which the Company agreed to sell (i) 20,000,000 (twenty million) shares of its Common Stock; and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on August 10, 2030 (the “Common Stock Purchase Warrant”) for an aggregate purchase price of $10,000,000. The Securities Purchase Agreement was amended on June 8, 2026 (the “Amendment,” the transactions contemplated by the Securities Purchase Agreement, as amended, are referred to herein as the “PIPE”). The PIPE was approved by stockholders holding a majority of the Company’s common stock on June 12, 2026.
The PIPE closed on August 10, 2026, and the Company issued the common stock and warrants described above.
The above description of the terms and conditions of the Securities Purchase Agreement, the Common Stock Purchase Warrant, and the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of each, copies of which are included as exhibits hereto, incorporated by reference to Exhibits 10.2, 10.3 and 10.4 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 under the caption “Securities Purchase Agreement” is incorporated by reference into this Item 3.02.
The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 1.01 under the caption “Securities Purchase Agreement” is incorporated by reference into this Item 5.01.
Following the issuance of the 20,000,000 shares of the Company’s common stock to the Purchaser, the Purchaser now owns approximately 67.3% of the outstanding shares of Common Stock of the Company, calculated based on 29,726,400 shares of the Company’s common stock issued and outstanding following the issuance of the PIPE shares. Upon exercise of the Purchaser’s warrants to purchase 160,000,000 shares of the Company’s common stock, the Purchaser would own approximately 95% of the Company’s common stock, calculated based on 29,276,400 shares of the Company’s common stock issued and outstanding. The ownership position resulting from such issuance has made the Purchaser the Company’s largest holder of Common Stock, constituting a change of control. The Company’s former majority stockholder, Alset Inc., beneficially owned 56.9% of the Company’s common stock immediately prior to the closing of the PIPE. Alset Inc.’s majority stockholder is Chan Heng Fai, the Company’s Chairman and Chief Executive Officer, who personally and through Alset Inc. and its subsidiaries, beneficially owned 82.4% of the Company’s common stock prior to the closing of the PIPE. Following the closing of the PIPE, Mr. Chan and Alset Inc. beneficially own 27% and 18.6% of the Company’s issued and outstanding common stock, respectively, based on 29,726,400 shares of the Company’s common stock issued and outstanding as of the date hereof.
The source of the Purchaser’s funds for the PIPE was its general working capital.
The Purchaser has been granted the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described in the Securities Purchase Agreement. The size of the Company’s Board of Directors will therefore increase to eight.
The Securities Purchase Agreement contains certain provisions which granted the Purchaser anti-dilution rights for a period of two years from the closing in which the Company will not be able to sell new equity securities without the consent of the Purchaser, subject to certain exceptions as set forth therein.
Further, pursuant to the Securities Purchase Agreement, the Company is required to file a registration statement registering the 20,000,000 shares issuable to the Purchaser, and the 160,000,000 shares underlying the warrants, within sixty days of the closing.
There are no arrangements known to the Company the operation of which may at a subsequent date result in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Directors
On August 10, 2026, Liu Chang, Liu Ming Xing, and Liu Ming Hui were appointed as members of the Company’s Board of Directors (the “New Directors”). The Company’s Board of Directors has therefore increased from five to eight. The New Directors were selected as directors pursuant to the terms of the Securities Purchase Agreement between the Company and the Purchaser, which granted the Purchaser the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described therein. The New Directors have not been named to any committees of the Company’s Board of Directors as of the date hereof.
The above description of the terms and conditions of the Securities Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text thereof, copies of which are included as exhibits hereto, incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 27, 2026.
Ms. Liu Chang (Cathy Liu), age 37, brings a well-rounded portfolio of professional expertise and cross-functional experience spanning business operations, legal compliance, corporate finance, and digital governance. Ms. Liu currently serves at China Gas Holdings Limited (“China Gas”), where she oversees three core business verticals: value-added services, digitalization development, and the electricity and new energy business. In this capacity, Ms. Liu is also responsible for the legal affairs, corporate finance, and investor relations, demonstrating proven capabilities in strategic operations and corporate governance at China Gas.
With an extensive track record across the energy sector, capital markets, and digital transformation, Ms. Liu is uniquely equipped to deliver multifaceted insights and robust oversight to board-level decisions. She is admitted to practice law in New York State, is a Chartered Financial Analyst (CFA), and earned the Cyber Security Competence Certification from the National Internet Emergency Center in China. This integrated background in law, finance, and digital security enables Ms. Liu to bring diversified, independent insights to board deliberations, supporting sound decision-making, rigorous risk oversight, and long-term value creation for the Company and its stockholders.
Mr. Liu Ming Hui, age 63, is the President and Chairman of the Board of China Gas, which is listed on the Main Board of Hong Kong Stock Exchange (Stock Code: 00384), and is China’s largest trans-regional integrated energy supplier and service provider. He is also the Chairman of the Executive Committee and the Nomination Committee, a Vice Chairman of the Sustainability Committee and a Director of Zhongran Investment Limited Company, Zhongran Gas Industrial (Shenzhen) Company Limited, YPH Inc., China Gas Biomass Energy Technology (Asia) Limited, China Gas Hongming Electricity Sales Limited and certain subsidiaries of China Gas.
Mr. Liu was appointed as a non-executive Director of China Gas in August 2012 and was elected as an executive Director of the Company in September 2012. He was a non-executive Director of China Gas from April 2002 to July 2002, an executive Director of China Gas from July 2002 to April 2011, and the Managing Director of China Gas from July 2002 to January 2011. He was re-appointed as the Managing Director and President of the Company in August 2012. Mr. Liu is responsible for the overall strategic planning, development of new business, and sustainability initiatives of China Gas.
Mr. Liu holds a Bachelor of Science, a Master’s in Political Economics, and a Doctorate of Business Administration, which provides him a solid theoretical foundation for addressing complex business and governance challenges.
Dr. Liu Ming Xing, age 53, is the chief economist, the Chairman of the strategic development committee and executive Director of China Gas, China’s largest trans-regional integrated energy supplier and service provider. Dr. Liu was appointed as a non-executive Director of China Gas in July 2014.
Dr. Liu is also currently a director of Beijing Zhongran Senchuang Technology Company Limited and China Gas Biomass Energy Technology (Asia) Limited.
Dr. Liu’s expertise in economics and finance, high-level policy advisory experience and hands-on corporate strategic governance capabilities make him highly qualified to serve as a director of the Company.
With long-standing research experience at leading universities and international institutions, Dr. Liu has deep expertise in economics and finance. He has provided policy consulting for the Ministry of Finance and the Ministry of Education of China, the World Bank, the Organization for Economic Co-operation and Development (OECD), the United Nations Educational, Scientific and Cultural Organization and the Department for International Development of the United Kingdom, granting him sharp insight into regulatory trends and macroeconomic dynamics.
Backed by systematic academic training and extensive research outputs, Dr. Liu brings independent judgment to board deliberations, supporting financial decision-making and risk management.
Transactions with Related Persons
Mr. Liu Ming Hui and Dr. Liu Ming Xing are directors of Smart Dynamics Technology Limited, with Mr. Liu Ming Hui being the sole shareholder. Ms. Liu Chang is the daughter of Mr. Liu Ming Hui, and the niece of Dr. Liu Ming Xing, who is the brother of Mr. Liu Ming Hui. The New Directors are not related to any other directors or officers of the Company.
The information set forth under Item 1.01 under the caption “Securities Purchase Agreement” is incorporated by reference into this Item 5.02.
Amendment to 2025 Incentive Compensation Plan
On May 5, 2026, the Company’s Board of Directors and Compensation Committee approved an amendment to the Company’s 2025 Incentive Compensation Plan (the “Plan”) to permit the Company to (i) issue up to an additional 2,000,000 shares of the Company’s common stock to officers, directors, employees and certain other persons who have provided, or shall provide, services to the Company, in addition to those shares already authorized under such plan; and (ii) to amend the governing law of the Plan to be the laws of the State of Nevada rather than the laws of the State of Delaware.
Pursuant to Nasdaq Listing Rules, the Company received the approval of stockholders holding a majority of our issued and outstanding common stock in order to amend the 2025 Incentive Compensation Plan on May 27, 2026.
On July 13, 2026, the amendment to the Plan became effective.
Stock Awards Pursuant to 2025 Incentive Compensation Plan
On August 7, 2026, the Company awarded its directors, officers, and consultants to the Company as defined in the Plan certain stock awards totaling 2,000,000 shares of the Company’s common stock for services rendered to the Company. The award amount for each director and officer is set forth across from their name and title below:
| Name | Title | Award Amount (Shares) | ||
| Heng Fai Chan | Chairman and Chief Executive Officer | 1,480,000 | ||
| Lim Sheng Hon Danny | Director and Chief Operating Officer | 135,000 | ||
| Rongguo Wei | Chief Financial Officer | 50,000 | ||
| William Wu | Independent Director | 40,000 | ||
| Wong Tat Keung | Independent Director | 20,000 | ||
| Wong Shui Yeung | Independent Director | 20,000 | ||
| Other individuals* | 255,000 |
*each of these individuals is a consultant to the Company pursuant to the definition thereof provided in the Plan, and do not serve as directors or named executive officers of the Company.
The awards were made pursuant to the Plan and certain award agreements entered into with each of the awardees. The award agreements are substantially similar except that the award agreements for U.S. persons have a one-year vesting period from the date of the award, on which date if such condition is met, their awards will vest. The only named executive officer or director of the Company who is a U.S. person is Rongguo Wei, the Company’s Chief Financial Officer. Each of the Company’s other directors and officers is a non-U.S. person. Their award agreements contain a one-year lockup clause which prohibits their stock awards from being sold for one year from the award date, or until August 7, 2027. All of the award agreements grant the awardees all the rights of a stockholder to receive dividends or distributions and vote their shares, notwithstanding the lock-up or vesting restrictions, as applicable.
The awards are not part of regular annual compensation and will not be awarded on a regularly recurring basis.
The above description of the terms and conditions of the awards described above does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2025 Incentive Compensation Plan, as amended, and the form of Restricted Stock Award Agreements, copies of which are included as exhibits hereto, incorporated by reference to Exhibits 99.1, 99.2 and 99.3 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| HWH INTERNATIONAL INC. | ||
| Dated: August 10, 2026 | By: | /s/ Rongguo Wei |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |
Exhibit 99.2
Restricted Stock Award Agreement
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the date specified on the signature page hereto (the “Grant Date”) by and between HWH International Inc., a Nevada corporation (the “Company”) and the individual set forth on the signature page hereto (the “Grantee”).
WHEREAS, the Company has adopted the 2025 Incentive Compensation Plan, as amended (the “Plan”) pursuant to which awards of Restricted Stock may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Grant of Restricted Stock. Pursuant to Section 8 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock Award consisting of, in the aggregate, the number of shares of Common Stock of the Company specified on the signature page hereto (the “Restricted Stock”), on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan. The Company agrees that this grant of Restricted Stock is for services rendered to the Company prior to the date hereof, and shall not be subject to cancellation or forfeiture related to continued service by the Grantee to the Company. The Restricted Stock granted hereby shall not be subject to cancellation and forfeiture as a result of the termination of services of the Grantee, whether by the dismissal of the Grantee by the Company, the resignation of the Grantee, or the death or disability of the Grantee. The Company shall have no right to repurchase the Restricted Stock, except as may be applicable to all other stockholders of such class of the Company’s stock, pursuant to applicable law. The Company waives any right to “claw back” or seek the return of any Restricted Stock granted hereby, to the fullest extent permitted by law. For the avoidance of doubt, the Restricted Stock granted hereby shall not be subject to any clawback, recoupment, forfeiture or cancellation policy of the Company now or hereafter adopted, except to the extent mandatorily required by applicable law or the listing standards of any stock exchange on which the Company’s shares are then listed, which cannot lawfully be waived.
2. Consideration. The Grantee shall pay the Company $0.0001 for each share of Restricted Stock, representing the par value thereof.
3. Restricted Period. Except as otherwise provided herein the Restricted Stock will be restricted as set forth below until one year from the date of this Agreement. The period between the grant date and that date is referred to as the “Restricted Period”. The ownership of the Restricted Stock granted hereby shall vest as of the date hereof.
4. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, or as otherwise required by law, during the Restricted Period of one year, the Restricted Stock may not be assigned, sold or otherwise transferred by the Grantee, or the estate thereof in the event of their death.
5. Rights as Shareholder; Dividends.
5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.
5.2 The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent.
6. Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock shall be adjusted as contemplated by Section 24 of the Plan.
7. Tax Liability and Withholding.
7.1 The Grantee may, at their option, pay to the Company, and the Company may therefore deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a) tendering a cash payment.
(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law.
(c) delivering to the Company previously owned and unencumbered shares of Common Stock.
7.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.
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8. Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
9. Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.
10. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
11. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict of law principles.
12. Restricted Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan are hereby incorporated herein by reference. No provision of the Plan shall be interpreted to require any continued service by the Grantee, or effect any forfeiture of any grant hereunder as a result of the termination of services of the Grantee, whether by the termination of the Grantee by the Company, the resignation of the Grantee, or the death or disability of the Grantee. The Company affirmatively waives any and all rights that may exist under the Plan to cancel stock grants made hereby to the Grantee which may exist under the Plan, to the fullest extent permitted by applicable law.
13. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.
14. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
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15. Discretionary Nature of Grant. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any additional Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.
16. No Impact on Other Benefits. The value of the Grantee’s Restricted Stock is not part of their normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
18. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of August ____, 2026.
| HWH INTERNATIONAL INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| GRANTEE | ||
| By: | ||
| Name: | ||
Restricted Stock Award: ________________ shares
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Exhibit 99.3
Restricted Stock Award Agreement
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the date specified on the signature page hereto (the “Grant Date”) by and between HWH International Inc., a Nevada corporation (the “Company”) and the individual set forth on the signature page hereto (the “Grantee”).
WHEREAS, the Company has adopted the 2025 Incentive Compensation Plan, as amended (the “Plan”) pursuant to which awards of Restricted Stock may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Grant of Restricted Stock. Pursuant to Section 8 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock Award consisting of, in the aggregate, the number of shares of Common Stock of the Company specified on the signature page hereto (the “Restricted Stock”), on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan. The Company agrees that this grant of Restricted Stock is for services rendered to the Company prior to the date hereof, and shall not be subject to cancellation or forfeiture related to continued service by the Grantee to the Company. The Restricted Stock granted hereby shall not be subject to cancellation and forfeiture as a result of the termination of services of the Grantee, whether by the dismissal of the Grantee by the Company, the resignation of the Grantee, or the death or disability of the Grantee. The Company shall have no right to repurchase the Restricted Stock, except as may be applicable to all other stockholders of such class of the Company’s stock, pursuant to applicable law. The Company waives any right to “claw back” or seek the return of any Restricted Stock granted hereby, to the fullest extent permitted by law. For the avoidance of doubt, the Restricted Stock granted hereby shall not be subject to any clawback, recoupment, forfeiture or cancellation policy of the Company now or hereafter adopted, except to the extent mandatorily required by applicable law or the listing standards of any stock exchange on which the Company’s shares are then listed, which cannot lawfully be waived.
2. Consideration. The Grantee shall pay the Company $0.0001 for each share of Restricted Stock, representing the par value thereof.
3. Restricted Period; Vesting.
3.1 Except as otherwise provided herein, provided that the Company remains listed on the Nasdaq Stock Exchange or is listed on the New York Stock Exchange, NYSE American, or traded on any tier of OTC Markets, or a successor to any such exchange at the applicable vesting date, the Restricted Stock will vest in accordance with the following schedule:
| Vesting Date | Shares of Common Stock | |
| The date one year from the date specified on the signature page hereto | 100% |
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The period over which the Restricted Stock vests is referred to as the “Restricted Period”. In the event that the Company shall shorten the Vesting Date hereunder, in no event shall the Grantee be permitted to transfer the Restricted Stock during the period of one year from the date hereof, without the consent of the Company.
4. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, or as otherwise required by law, during the Restricted Period of one year, the Restricted Stock may not be assigned, sold or otherwise transferred by the Grantee, or the estate thereof in the event of their death.
5. Rights as Shareholder; Dividends.
5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.
5.2 The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent.
6. Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock shall be adjusted as contemplated by Section 24 of the Plan.
7. Tax Liability and Withholding.
7.1 The Grantee may, at their option, pay to the Company, and the Company may therefore deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a) tendering a cash payment.
(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law.
(c) delivering to the Company previously owned and unencumbered shares of Common Stock.
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7.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.
8. Section 83(b) Election. The Grantee, if subject to U.S. taxation, may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.
9. Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
10. Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.
11. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
12. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict of law principles.
13. Restricted Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan are hereby incorporated herein by reference. No provision of the Plan shall be interpreted to require any continued service by the Grantee, or effect any forfeiture of any grant hereunder as a result of the termination of services of the Grantee, whether by the termination of the Grantee by the Company, the resignation of the Grantee, or the death or disability of the Grantee. The Company affirmatively waives any and all rights that may exist under the Plan to cancel stock grants made hereby to the Grantee which may exist under the Plan, to the fullest extent permitted by applicable law.
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14. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.
15. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
16. Discretionary Nature of Grant. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any additional Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.
17. No Impact on Other Benefits. The value of the Grantee’s Restricted Stock is not part of their normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
19. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.
[signature page follows]
| 4 |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of August ____, 2026.
| HWH INTERNATIONAL INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| GRANTEE | ||
| By: | ||
| Name: | ||
Restricted Stock Award: _________________ shares
| 5 |