Exhibit 10.1

CONVERTIBLE CREDIT AGREEMENT

THIS CONVERTIBLE CREDIT AGREEMENT (this “Agreement”), dated and effective as of January 27, 2023 (“Effective Date”), is made by among the lenders listed on Exhibit A hereto (each a “Lender” and collectively, the “Lenders”) and Value Exchange International, Inc., a Nevada corporation (“Borrower” and together with the Lenders, each a “Party” and together the “Parties”).

Background: A. The Lenders desire to provide, jointly or severally, at the option of each Lender, a credit line to the Borrower, and the Borrower desires to receive from the Lenders, (the “Loan”) a credit line that provides a maximum, aggregate credit line of ONE MILLION FIVE HUNDRED THOUSAND US DOLLARS AND NO CENTS (US$1,500,000.00) (the “Credit Line Amount,” being the maximum possible principal of the Loan) and to do so pursuant to the terms of this Agreement.

B. Definitions. Any advance of money under the Credit Line by a Lender to the Borrower will be referred to as an “Advance.” “Person” means a natural person, corporation, partnership, limited partnership, limited liability company, business trust, other trust, organization, association, governmental authority or entity or other entity – in which instance who is not a Party or an Affiliate of a Party. “Business days” means a weekday that the banks in Hong Kong SAR are open for business on regular operating hours. “Affiliates” has the meaning in 17 Code of Federal Regulations §230.405.

Intending to be legally bound, the Parties agree:

1. Loan; Closing. (a) Terms of Loan. Upon and after the Effective Date, each Lender shall extend to the Borrower a credit line for a maximum amount equal to an amount not exceeding in the aggregate amount loaned by the Lenders, jointly or severally, the Credit Line Amount. From time to time during the term of this Agreement, the Borrower may request an advance on the Credit Line in accordance with the instructions set forth Exhibit A hereto (each being an “Advance Request”) from one or both Lenders, each Advance being limited to an amount not exceeding the total outstanding amount already advanced to the Borrower by the Lender or Lenders, as the case may be, under any previously approved and advanced Advance. Each Lender will advise the Borrower within three (3) business days after receipt of an Advance Request if the Lender will make an Advance to the Borrower and the amount of the Advance. Each Lender may refuse any Advance Request made by the Borrower without cause and without explanation. Neither this Agreement nor any provision herein will obligate either Lender to approve any Advance Request. If a Lender approves any Advance Request, the advance of money under that Advance Request will be made within ten (10) days after approval of the Advance Request by the Lender or Lenders, as the case may be, by wire transfer to the Borrower’s bank account listed in Exhibit A hereto. Each Advance shall bear a simple interest rate of eight percent (8%) per annum (based upon a 365-day year. Each Advance and all accrued but unpaid interest thereon shall, at the discretion of each Lender, either (i) be repaid in cash and/or (ii) convert into shares of common stock of Borrower (the “Common Stock”) as provided in Section 2 below on and shall be due and payable on the third (3rd) annual anniversary of the date that the Advance is received by the Borrower in good funds on deposit (the “Advance Maturity Date”). An Advance Maturity Date may be extended by the Lender who made the Advance for a one-time extension not to exceed the thirty (30) consecutive days immediately following the Advance Maturity Date. Each Advance shall not be secured by a lien or other encumbrance on any Borrower assets (including, without limitation, ownership interests in Borrower’s subsidiaries or assets of any of Borrower’s subsidiaries), but shall be solely a general unsecured debt obligation of the Borrower.

(ii) Payment of Principal and Interest. Borrower shall pay the unpaid principal amount of an Advance that has not been previously converted into Securities on or before that Advance’s Advance Maturity Date along with any unpaid interest accrued on that Advance. Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted into “Securities” (as defined below).

(b) Warrants. In the event that a Lender elects to convert any portion of an Advance into shares of Common Stock in accordance with Section 2 below and in lieu of cash payment in satisfaction of that Advance, then and only then shall the Borrower issue to the Lender five (5) detachable warrants for each share of Common Stock issued in a Conversion (“Warrants”) in addition to the shares of Common Stock issued in the Conversion under Section 2 below. Each Warrant will entitle the Lender to purchase one (1) share of Common Stock (“Warrant Shares”) at a per-share exercise price equal to the “Conversion Price” (as defined below). Each Warrant will be registered in the name of the Lender who requested the Conversion, or in a nominee name as designated by that Lender. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant.

(c) Additional Definitions. “Closing” means the date on which all conditions in Section 4 are completed and “Closing Date” means the date of the Closing. “Securities” means shares of Common Stock and Warrants issued or issuable under this Agreement to Lenders or their nominees or assignees and shares of Common Stock issuable or issued upon exercise of the Warrants.

2. Conversion of Loan. (a) Optional Conversion. (i) Each Advance shall be convertible, in whole or in part, into shares of Common Stock at the option of the Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share equal the “Conversion Price” (as defined below), subject to adjustment as provided herein. The Lender shall effect conversions by delivering to the Borrower a Notice of Conversion, the form of which is attached hereto as Exhibit A (a “Notice of Conversion”), specifying therein the amount of the Advance and accrued interest, if any, to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed received by the Borrower at its principal executive offices by a senior officer of the Borrower. Conversions hereunder shall have the effect of lowering the Advance in an amount equal to the amount of the Advance that is converted in a Conversion. The Lenders and the Borrower shall maintain records showing the amount of the Advance converted and the date of each Conversion.

(ii) Conversion Price. The “Conversion Price” for conversion of an Advance into shares of Common Stock shall be the average closing price of the Common Stock as quoted by the Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Borrower and reasonably acceptable to the Lender if Bloomberg Financial Markets is not then reporting prices of the Common Stock) (collectively, “Bloomberg”), for the three (3) consecutive trading days prior to date of the Notice of Conversion (as dated when sent by Lender) (“Conversion Price”).

(iii) Conversion Procedure. The Conversion procedure set forth in Section 2(a)(i) above will be followed by the Lender in any Conversion under Sections 2(b), (c) and (d).

(b) Conversion at Maturity Date. (i) To the extent that any Advances are not earlier repaid in cash or converted pursuant to the provisions of this Section 2, on the Advance Maturity Date, the amount of the Advances not previously converted into Securities under this Agreement, or any portion thereof, owed to a Lender may be converted by that Lender into shares of Common Stock at the Conversion Price.

(c) Conversion upon a Change in Control Transaction. In the event that prior to the time of repayment of any Advance that has not previously been converted into Securities, the Borrower shall consummate a “Change in Control Transaction” (as defined below), then the total amount of Advances outstanding and not previously converted into Securities shall convert into shares of Common Stock at the Conversion Price upon receipt of written notice from the Lender to Borrower, subject to adjustment as provided herein. “Change in Control Transaction” will be deemed to exist if (i) there occurs any consolidation, merger or other business combination of the Borrower with or into any Person and the Borrower is not the surviving entity, or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of the Borrower prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving entity after the transaction or transactions, or (ii) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the operating assets of the Borrower or substantially all of Borrower’s operating and wholly-owned subsidiaries, determined on a consolidated basis, to a third party.

(d) Conversion upon Breach of this Agreement. In the event that the Borrower breaches any provision of this Agreement and does not remedy that breach within thirty (30) days after receipt of a written demand from a Lender (“Demand”), which Demand shall describe the breach, (a “Conversion Breach Event”), then each of the Lenders may convert all or any portion of the unpaid amount of Advance or Advances into shares of Common Stock at the Conversion Price. Upon occurrence of a Conversion Breach Event that is not timely remedied and receipt of a Notice of Conversion, Borrower shall convert the requested Conversion amount of all outstanding amount of Advances not previously converted into Securities into shares of Common Stock within ten (10) days after receipt of the Notice of Conversion and in accordance with this Section 2.

(e)        Cancellation. In the event the all Advances are paid in full by cash or are converted into shares of Common Stock, the Lenders shall surrender all executed originals of this Agreement to the Borrower along with all promissory notes executed to evidence any Advance and all of such originals of this Agreement and each of the promissory notes shall be thereupon cancelled and marked “paid in full” on its face.

(f)        No Fractional Shares. No fractional shares shall be issued upon the Conversion of any Advances or any portion thereof. In a Lender’s sole discretion, the Borrower shall either pay to the Lender in cash the unconverted amount that would otherwise be converted into such factional share or interest in a share, or round the shares being issued upon Conversion up to the nearest whole number.

(g)        Sufficient Authorized Shares. The Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon Conversion of all possible Advances under this Agreement, free from preemptive rights or any other actual contingent purchase rights of persons other than the Lenders or any Affiliates of a Lender, not less than such number of shares of Common Stock issuable upon conversion of the all outstanding Advances not previously converted into Securities hereunder. The Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien or encumbrance.

(h)        Stamp Tax. The issuance of shares of Common Stock on Conversion of any Advances or any portion thereof shall be made without charge to the Lender or Lenders, as the case may be, for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such shares upon conversion.

(i) Restricted Securities. Each of the Lenders understands that the shares of Common Stock issuable upon conversion of the Advances, the Warrants and the shares of Common Stock issuable upon exercise of any Warrant will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”) and may not be sold, pledged, assigned or transferred and must be held indefinitely in the absence of (i) an effective registration statement under the 1933 Act and applicable state securities laws with respect thereto or (ii) an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act as evidenced by an opinion of counsel satisfactory to the Borrower that such registration is not required. The certificates for the Common Stock issuable upon conversion of the Advances or any Advance or upon exercise of any Warrants shall bear the following or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law by Borrower or any other agreement to which the Borrower is a party):

“THE SECURITIES REPRESENTED HEREBY OR ISSUABLE UPON EXERCISE OF THOSE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

(j) Other Legends. Each of the Lenders consent to the Borrower making a notation on Borrower’s records or giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer set forth and described herein on the shares of Common Stock and Warrants and shares of Common Stock issued or issuable upon exercise of Warrants. Further, certificates shall also bear any legend required by the securities laws of any state to the extent such laws are applicable to the Securities represented by the certificate so legended.

3.        Use of Proceeds. The Borrower shall use the funds of each Advance for working capital, including: expansion of existing business operations or business lines to new geographical markets in Asia or other geographical markets; for development of new business lines (whether in existing or new geographical markets); acquisition of assets or companies (whether in existing or new geographical markets); and payment of any sums due under this Agreement.

4.        Closing Conditions. (a)      The obligations of the Borrower hereunder in connection with the Closing are subject to the following conditions being met:

(i)      the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Lenders contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)      all obligations, covenants and agreements of each Lender required to be performed at or prior to the Closing Date shall have been performed;

(iii)      the delivery by each Lender of a completed and signed original of this Agreement as well as any other documents and agreements reasonably necessary to consummate the Closing; and

(iv)        Each of the Lenders have provided a completed and signed investor questionnaire provided by the Borrower to the Lenders.

(b)      The respective obligations of the Lenders hereunder in connection with the Closing are subject to the following conditions being met:

(i)      the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Borrower contained herein (unless as of a specific date therein);

(ii)      all obligations, covenants and agreements of the Borrower required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Borrower of a completed and signed original of this Agreement as well as any other documents and agreements reasonably necessary to consummate the Closing;

(iv)      there shall have been no Material Adverse Effect with respect to the Borrower since the Effective Date; and

(v)      from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the U.S. Securities and Exchange Commission or “SEC,” or by the Borrower’s principal U.S. public market for its Common Stock (“Trading Market”), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg or any successor stock quotation service shall not have been suspended or limited.

(c). Each Party shall in good faith and diligently remedy any condition set forth above that is an obligation of that Party upon written notice from any other Party. All conditions to the Closing set forth above in Sections 4(a) and (b) will be deemed satisfied if no Party objects in a written notice to the other Parties within five (5) days after the Effective Date.

5. Events of Default. (a) The following shall constitute events of default (each an “Event of Default”): (i) default shall be made in the payment of any Advance when due and payable under this Agreement and the Borrower fails to cure such default within ten (10) days after receipt of a written notice of default from the Lender or its authorized agent is received by the Borrower;

(ii) there is a default by the Borrower in the observance or performance of any non-monetary material covenant or agreement contained herein and the Borrower fails to cure such default within thirty (30) days after written notice of default from the Lender or its authorized agent is received by the Borrower (or within such other longer time period as may be therein specifically provided);

(iii) failure of the Borrower to comply with the obligations, terms, covenants or conditions contained in this Agreement, or breach by the Borrower of any obligations, covenant, representation or warranty contained in this Agreement that is not cured within thirty (30) days from the receipt of a written notice from a Lender or its authorized agents by Borrower, which written notice will state the specific failure or breach by the Borrower;

(iv)       filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Borrower, which filing or proceeding, is not dismissed within sixty (60) days after the filing or commencement thereof, or if the Borrower shall become, or in light of its usual business conditions is likely to become, insolvent and is unable to pay its debts or liabilities as they fall due; 

(v)       a petition to a court of competent jurisdiction shall be filed for the entry of an order, judgment or decree approving a petition filed against the Borrower seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, and such petition shall remain unvacated or not removed for an aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof or rejected by such court; or any trustee, receiver or liquidator of the Borrower or of all or any part of the assets, or of any or all of the royalties, revenues, rents, issues or profits thereof, shall be appointed without the consent or acquiescence of the Borrower and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive);

(vi)        for debts or judgments in excess of One Hundred Thousand Dollars and No Cents ($100,000.00) in face amount, a writ of execution or attachment or any similar process shall be issued or levied against all of the Borrower’s assets, or any judgment involving monetary damages shall be entered against the Borrower which shall become a lien on all of the Borrower’s assets and such execution, attachment or similar process or judgment is not released, bonded, satisfied, vacated or stayed within sixty (60) days after its entry or levy; or

(vii) the Borrower ceases to carry on its primary business line for ninety (90) consecutive days.

(b)        Accelerated Payment; No Presentment. If, at any time, an Event of Default shall occur and is not be timely remedied, then the unpaid amount of all Advances shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Borrower.

6.        Borrower Representations and Warranties. The Borrower represents and warrants to each of the Lenders as of the Effective Date and as of the Closing Date as follows: (a) Good Standing. The Borrower and each of its wholly-owned subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Borrower nor any of its wholly-owned subsidiaries is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Borrower and its wholly-owned subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Borrower and its wholly-owned subsidiaries, taken as a whole, or (iii) a material adverse effect on the Borrower’s ability to perform in any material respect on a timely basis its payment obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The execution and performance of this Agreement by Borrower have been duly authorized by all necessary corporate actions.

(b) No Conflict. The execution and performance of this Agreement by the Borrower have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by the Borrower and is the legal, valid, and binding obligation of the Borrower and is fully enforceable against the Borrower according to its terms.

(c) Non-Assessable Shares. All of the shares of Common Stock to be issued upon any Conversion of the unpaid amount due under any Advances shall be, when issued, duly authorized, validly issued, fully paid, non-assessable free and clear of all liens, pledges, security interests, charges and encumbrances.

(d) Compliance. Neither the Borrower nor any of its wholly-owned subsidiaries (to the best of their respective knowledge as of the Closing Date): (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Borrower or any of its wholly-owned subsidiaries under), nor has the Borrower or any of its wholly-owned subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Money Laundering. The operations of the Borrower and its wholly-owned subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money-Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any of its wholly-owned subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Borrower or any of its wholly owned subsidiaries, threatened.

(f) Regulation M Compliance. The Borrower has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Borrower to facilitate the sale or resale of any of the securities issuable under this Agreement, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of those securities, or (iii) paid or agreed to pay to any entity or person any compensation for soliciting another to purchase any other securities of the Borrower issuable under this Agreement.

(g) Office of Foreign Assets Control. Neither the Borrower nor any of its wholly owned subsidiaries nor, to the Borrower’s knowledge, any director, officer, agent, employee or affiliate of the Borrower or any of its wholly owned subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(h) Foreign Corrupt Practices. Neither the Borrower nor any of its wholly owned subsidiaries, nor to the knowledge of the Borrower, any agent or other person acting on behalf of the Borrower, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Borrower or any of its wholly-owned subsidiaries (or made by any person acting on its behalf of which the Borrower is aware) which is in violation of law, or (iv) violated in any material respect any provision of Foreign Corrupt Practices Act, as amended.

(i) No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement.

(j) No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Borrower or any of its wholly-owned subsidiaries, or any of the officers, directors or affiliates of the Borrower or any of its wholly-owned subsidiaries, seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking material damages in connection with such transactions.

7. Lender Representations. Each Lender hereby represents and warrants as of the date hereof and as of the Closing Date to the Borrower as follows (unless as of a specific date is stated therein):

(a) Good Standing. Lender is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Lender of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Lender. This Agreement has been duly executed by the Lender, and when delivered by the Lender in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Lender, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The execution and performance of this Agreement by each Lender have been duly authorized by all necessary corporate actions.

(b)        Investment Intent. The Securities are being acquired for each Lender’s own account, for investment purposes only, and not as nominee or agent, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the 1933 Act.

(c)        Knowledge. Each Lender has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in connection with the transactions contemplated in this Agreement. Each Lender has, in connection with its decision to purchase the securities hereunder, relied only upon the representations and warranties contained herein. Further, each Lender has had such opportunity to obtain additional information and to ask questions of, and receive answers from, the Borrower, concerning the terms and conditions of the investment and the business and affairs of the Borrower, as the Lender considers necessary in order to form an investment decision.

(d)        Accredited Investor. Each Lender is an “accredited investor” as such term is defined in Rule 501(a) of the rules and regulations promulgated under the 1933 Act, or is a sophisticated investor knowledgeable about risks of an investment in Borrower’s Securities and knowledgeable about the business and industry of the Borrower, either directly or through a personal representative. Each Lender is not purchasing the Borrower’s securities hereunder as a result of any advertisement, article, notice or other communication regarding the securities published in any newspaper, magazine or similar media or broadcast over the television or radio or presented at any seminar or any other general solicitation or general advertisement. Each Lender has a pre-existing and substantive business relationship with the Borrower. Prior to signing this Agreement, each Lender has: (i) had an opportunity to ask questions about the business and financial affairs of the Borrower and about the Securities and to receive answers to those questions from the Borrower; and (ii) had an opportunity to review the filings made by the Borrower with the U.S. Securities and Exchange Commission (“SEC”).

(e) No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement.

(f) No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Lender or any of its wholly-owned subsidiaries, or any of the officers, directors or affiliates of the Lender or any of its wholly-owned subsidiaries, seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking material damages in connection with such transactions.

(g) Money Laundering. The operations of the Lender and its wholly-owned subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money-Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Lender or any of its wholly-owned subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Lender or any of its wholly owned subsidiaries, threatened.

(h) Office of Foreign Assets Control. Neither the Lender nor any of its wholly owned subsidiaries nor, to the Lender’s knowledge, any director, officer, agent, employee or affiliate of the Lender or any of its wholly owned subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

8.        Securities Law Compliance. Each Party agrees, represents and warrants to the other Parties as follows that the Party will cooperate with the other Parties in ensuring that the transactions contemplated under this Agreement comply with all applicable federal and state securities laws and regulations. Borrower will file a Form D with the SEC and applicable states for the issuance of Securities under this Agreement. Each Lender will promptly complete and sign an investor questionnaire and other documents or instruments reasonably required under applicable federal and state securities laws and regulations as provided by the Borrower and timely tender that investor questionnaire and those other documents and instruments as part of the compliance with federal and state securities law compliance under this Agreement. The issuance of Securities under this Agreement is intended to be exempt from registration under the 1933 Act under Rule 506(b) of Regulation D under the 1933 Act. Each Lender agrees to supply as and when requested by Borrower any documents or information required to ensure compliance with applicable federal and state securities laws and regulations.

9. Piggyback Registration Rights. (a)(i) Defined Terms. “Holder” means the owner of record of any securities of Borrower issued or issuable under this Agreement. “Registrable Securities” means any Borrower’s Securities issued or issuable under this Agreement.

(ii) Piggyback Registration. The Borrower will notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the 1933 Act for purposes of effecting a public offering of securities of the Borrower (including, but not limited to, registration statements relating to secondary offerings of securities of the Borrower, but excluding registration statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder will, within twenty (20) days after receipt of the above-described notice from the Borrower, so notify the Borrower in writing, and in such notice will inform the Borrower of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Borrower, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Borrower with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) Underwriting. If a registration statement under which the Borrower gives notice under this Section 9 is for an underwritten offering, then the Borrower will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 9 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares or other Securities that may be included in the registration and the underwriting will be allocated, first, to the Borrower, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Borrower and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(c) Expenses. All expenses incurred in connection with a registration pursuant to this Section 9 (excluding underwriters’ and brokers’ discounts and commissions), including, without limitation, all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Borrower and the reasonable fees and disbursements of one (1) counsel for the selling Holders will be borne by the Borrower.

(d) Obligations of the Borrower. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Borrower will, as expeditiously as reasonably possible:

(i) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days;

(ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement;

(iii) Furnish to the Holders such number of copies of a prospectus including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;

(iv) Use its good faith and diligent efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will be reasonably requested by the Holders, provided the Borrower will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless already conducting business therein; and

(v) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition to the Borrower’s obligations under this clause (v), each Holder participating in such underwriting will also enter into and perform its obligations under such an underwriting or underwriter’s agreement).

(e) Notice. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(f) Deliverables. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date such Registrable Securities are delivered to the underwriters for sale, if such Securities are being sold through underwriters, or, if the Securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Borrower for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Borrower, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(g) Furnish Information. It will be a condition precedent to the obligations of the Borrower to take any action pursuant to Section 9 that the selling Holders will furnish to the Borrower such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as will be required to timely effect the registration of their Registrable Securities.

(h) Delay of Registration. No Holder will have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 9.

10. Termination. A Party may terminate this Agreement upon five (5) days’ prior written notice to the other Parties if the Closing has not occurred by February 10, 2023.

11. Waiver. The Borrower, for itself and each of its legal representatives, hereby waives presentment for payment, demand, right of setoff, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest and protest of this Agreement, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the obligations under this Agreement.

12. Further Assurances. The Parties shall each perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement.

13. Miscellaneous (a) Entire Agreement; Amendments. This Agreement and Exhibit A hereto constitute the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior written and oral understandings of such parties with regard thereto. This Agreement may be modified, amended, or any term hereof waived only by a writing signed by the Borrower and the Lenders. Any amendment effected in accordance with this Section 13(a) shall be binding upon all Parties and their respective successors and assignees.

(b) Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Nevada without regard to the conflict of law provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the U.S. District Court for the District of Nevada (Las Vegas division) and states courts of the State of Nevada in Clark County, Nevada, including appellate courts thereto, (collectively, “Nevada Courts”) and each of the Parties hereby submits irrevocably to the exclusive jurisdiction of the Nevada Courts and agrees that these courts are a convenient forum. Each Party waives any claim of forum non conveniens in respect the Nevada Courts.

(c) WAIVER OF JURY TRIAL. IN ANY ACTION SUIT OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

 (d) Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Lenders and the Borrower will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

(e) Notices. (i) All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be telecopied/emailed or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger. Any notice sent in accordance with this Agreement shall be effective (i) if mailed, seven (7) business days after mailing to the address set forth in Exhibit A hereto for. the recipient Party, (ii) if sent by messenger, upon delivery, at the notice address set forth in Exhibit A hereto for the recipient Party, and (iii) if sent via telecopier/email, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt using the telecopier or email address in Exhibit A hereto for the recipient Party.

(ii) Additionally, a copy of each notice sent or delivered to: (A) the Borrower (which does not constitute a notice to the Borrower) shall be sent or delivered to Paul W. Richter, PW Richter plc, 3901 Dominion Townes Circle, Richmond, Virginia 23223, Email: pwr@pwrichtersec.com, Telephone/Text: (703) 725-7299 (cell); and (B) the Lenders (which does not constitute notice to the Lenders) shall be sent or delivered to: Danny Lim at email: danny@alsetinternational.com with confirmation of receipt.

(f) Assignment; Waiver. This Agreement may not be assigned by the Borrower without the prior written consent of the Lenders. The Lenders may not assign this Agreement without the prior written consent of the Borrower. This Agreement shall be binding upon the successors, assigns and representatives of each Party. No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under this Agreement or by law or otherwise afforded to any of the Parties, shall be cumulative and not alternative.

(g) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

(h) Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. 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.

(i) Construction. The Parties agree that each of them and their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.

(j) Independent Nature of Obligations and Rights. The obligations of each Lender under this Agreement are several and not joint with the obligations of the other Lender, and no Lender shall be responsible in any way for the performance or non-performance of the obligations of the other Lender under this Agreement. Nothing contained herein or in any related agreement, and no action taken by any Lender pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Lenders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Lender shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose. Each Lender has been represented by its own separate legal counsel in its review and negotiation of this Agreement. It is expressly understood and agreed that each provision contained in this Agreement and in each other related agreement is between the Borrower and each Lender solely, and not between the Borrower and Lenders collectively and not between and among the Lenders.

(k) Payment Set Aside. To the extent that the Borrower makes a payment or payments to any Lender pursuant to this Agreement, or a Lender enforces or exercises its rights thereunder, and the Borrower’s payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Borrower, a trustee, receiver or any other person or entity under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(l) Replacement of Securities. If any certificate or instrument evidencing any Borrower securities is mutilated, lost, stolen or destroyed, the Borrower shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Borrower of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement securities and shall pay the costs incurred by the Borrower to replace the certificate or instrument of the securities.

(m) Survival. The representations and warranties contained herein shall survive the Closing for one (1) year.

(n) Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(o) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

(p) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other entity or person.

IN WITNESS WHEREOF, the Parties have executed this Convertible Credit Agreement as of the date first above written.

Borrower: VALUE EXCHANGE INTERNATIONAL, INC., a Nevada corporation 

By:    Tan Seng Wee Kenneth, Chief Executive Officer        Lender: GigWorld, Inc., a Delaware corporation     By:      Name: Lee Wang Kei Nathan     Title: Chief Executive Officier        Lender: American Wealth Mining Corp., a/an         Neveda         corporation     By:      Name: Ryan Fishoff     Title: Chief Executive Officer    

EXHIBIT A:

NOTICE OF CONVERSION; WIRE INSTRUCTIONS AND NOTICE ADDRESS OF EACH PARTY

NOTICE ADDRESS:

Value Exchange International, Inc.

Unit 602, Block B, 6 Floor,

Shatin Industrial Centre, 5-7 Yuen Shun Circuit,

Shatin, N.T., Hong Kong

Telephone: (852) 29504288

ATTN: Channing Au or Kenneth Tan

Email: 65.VEII.CG@value-exch.com

GigWorld, Inc.

4800 Montgomery Lane, Suite 210

Bethesda Maryland 20814

U.S.A.

Telephone: 301-971-3940

ATTN: Nathan Lee

Email: nathan@gigworldinc.com

American Wealth Mining Corp.

12777 Jefferson Boulevard

Building D

Playa Vista, CA 90066

U.S.A.

Telephone: 888.983.0054

ATTN: Ryan Fishoff

Email: rf@americanpremiumwater.com

WIRE INSTRUCTIONS. All payments of unpaid principal of an Advance will be made by wire transfer to Lender’s bank account in the United States, which wire instructions will be provided to Borrower by each Lender.

WIRE INSTRUCTIONS FOR PAYMENT OF ADVANCE TO BORROWER

Name of Bank: Bank of China (Hong Kong) Limited

Address of Bank: Shop A, 16-20 Ngan Shing Commercial Centre, City One, Sha Tin, New Territories, Hong Kong

Telephone Number of Bank: (852) 39827375

Contact at Bank: Tse Yu Kei

Name of Accountholder: Value Exchange Int’l (China) Limited

Address of Accountholder: Unit 602, Block B, 6 Floor, Shatin Industrial Centre, 5-7 Yuen Shun Circuit, Shatin, N.T., Hong Kong

Telephone Number of Accountholder: (852) 29504288

Account Number:

ABA Routing Number: N/A

Swift #:

NOTICE OF CONVERSION:

TO: Value Exchange International, Inc.

ATTN: Chief Executive Officer

Date:______________________, 202_____

The undersigned hereby irrevocably elects to convert $_______________ of the amount of an Advance into shares of Common Stock of Value Exchange International, Inc. according to the terms and conditions stated therein, as of the Conversion Date written below.

Conversion calculations:

or, if eligible:

16

WARRANT TO PURCHASE SHARES

OF COMMON STOCK OF VALUE EXCHANGE INTERNATIONAL, INC.

This Warrant is issued to ________________________________, or its registered assigns (including any successors or assigns, the “Purchaser”), pursuant to that certain Convertible Credit Agreement, dated as of January 27, 2023, among Value Exchange International, Inc., a Nevada corporation (the “Company”), the Purchaser and certain other party thereto (the “Convertible Credit Agreement”) and is subject to the terms and conditions of the Convertible Credit Agreement.

1. EXERCISE OF WARRANT. (a) Number and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein and set forth in the Convertible Credit Agreement, the Purchaser is entitled to purchase from the Company one (1) share of the Company’s Common Stock, $0.00001 par value per share (the “Common Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) for each issued Warrant (the “Warrant Shares”), at a per share purchase price determined in Section 1(b) below (the “Exercise Price”), at any time on or after [____], 202___ (the “Initial Exercise Date”) and on or before 5:00 p.m., local Las Vegas, Nevada time on the Fifth (5^th) Annual Anniversary of the Initial Exercise Date (the “Expiration Date”) (subject to earlier termination of this Warrant as set forth herein).

(b) The Exercise Price will be determined by the average closing price for the Common Stock, as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Purchaser if Bloomberg Financial Markets is not then reporting sales prices of the Common Stock) (collectively, “Bloomberg”), during the three (3) consecutive trading days preceding the date of the Notice of Exercise (as attached in Exhibit A hereto and as dated when sent by the Lender) from the Purchaser.

(c) Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above, the Purchaser may exercise this Warrant by surrendering this Warrant at the principal office of the Company and paying the full Exercise Price by either wire transfer to the Company or cashier’s check drawn on a United States bank and made payable to the order of the Company.

2. CERTAIN ADJUSTMENTS. (a) Adjustment of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(1) Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to the Expiration Date subdivide its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise, or combine such shares of capital stock, or issue additional shares of capital stock as a dividend with respect to any shares of such capital stock, the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Any adjustment under this Section 2(a)(1) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. 

(2) Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Date of Issuance shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Purchaser shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Purchaser would have been entitled to receive had this Warrant been exercised on the date of such event and had the Purchaser thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Purchaser.

(3) Reorganizations or Mergers. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 2(a)(1) or 2(a)(2) above) that occurs after the Date of Issuance, then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Purchaser, so that the Purchaser shall thereafter have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock or other securities or property or both (including, if applicable, cash) receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Purchasers immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Purchaser so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the avoidance of doubt, this Warrant shall be exclusively exercisable for such shares of stock or other securities or property or both, as the case may be, from and after the consummation of such reclassification or other change in the capital stock of the Company). 

(b) Notice to Holder. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Change of Control or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to a holder a notice of such transaction at least fifteen (15) business days prior to the applicable record or effective date on which a person would need to hold shares of Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. “Business days” means a weekday on which the banks in Hong Kong SAR are open for business for customary hours of operations.

(c) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. The “Fair Market Value” of one share of Common Stock shall mean (x) the closing price of the Common Stock on the business day prior to the date of exercise on the OTCQB or, if listed on a national securities exchange (as defined in Section 6 of the Securities Exchange Act of 1934), on the national securities exchange, as reported by Bloomberg in either case, or (y) or if the foregoing does not apply, the last sales price of the Common Stock in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, and, if there are no sales, the last reported bid price of the Common Stock as reported by Bloomberg or, if fair market value cannot be calculated as of such date on either of the foregoing bases, the price determined in good faith by the Company’s Board of Directors.

(d) Treatment of Warrant upon a Change of Control. (1) In the event of a Change of Control in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities (as defined below) or a combination of cash and Marketable Securities (a “Cash/Public Change of Control”), if this Warrant is outstanding upon the consummation of such Cash/Public Change of Control then (i) if the Fair Market Value of one share of Common Stock (as determined in accordance with Section 2(c)) is greater than the then applicable Exercise Price, this Warrant may be exercised at the election of the Purchaser on a net exercise issue basis pursuant to Section 2(c) as of immediately prior to such Cash/Public Change of Control; provided that during the term of this Warrant, each of the Company’s outstanding warrants will be treated in the same manner as above subject to the terms of such outstanding warrants existing on the Date of Issuance. “Net exercise basis” means a cashless exercise where Purchaser’s net value of Warrants Shares is multiplied by the spread between the current Fair Market Value or “FMV” and Exercise Price. That total value is divided by the current FMV to determine how many Warrant Shares are retained by Purchaser. Under U.S. tax law, this total value is then taxable to Purchaser at ordinary income tax rates and Purchase shall be liable for payment of any such tax.

(2) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control that is not a Cash/Public Change of Control, then a holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder, such Alternate Consideration as, in accordance with the foregoing provisions, the holder may be entitled to purchase, and the other obligations under this Warrant. 

(3) As used in this Warrant, a “Change of Control” shall mean (i) a merger or consolidation of the Company with another corporation (other than a merger effected exclusively for the purpose of changing the domicile of the Company), (ii) the sale, assignment, transfer, conveyance or other disposal of all or substantially all of the properties or assets or all or a majority of the outstanding voting shares of capital stock of the Company, (iii) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting shares of capital stock of the Company, or (iv) a “person” or “group” (as these terms are used for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly at least a majority of the voting power of the capital stock of the Company. Notwithstanding the foregoing subsection (3), a Change of Control under Section (3)(iv) shall not include the Purchaser, the other entity who is a party to the Convertible Credit Agreement, or any of their respective affiliates (as defined in 17 Code of Federal Regulations §230.405) becoming by any means, including exercise of this Warrant or conversion of debt under the Convertible Credit Agreement into shares of Common Stock, the beneficial owner directly or indirectly at least a majority of the voting power of the capital stock of the Company.

(4) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act, and is then current in its filing of all required reports and other information under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by the holder in connection with the Change of Control were the holder to exercise this Warrant on or prior to the closing thereof is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market, and (iii) following the closing of such Change of Control, the holder would not be restricted from publicly re-selling all of the issuer’s shares or other securities that would be received by the holder in such Change of Control were the holder to exercise or convert this Warrant in full on or prior to the closing of such Change of Control, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six months from the closing of such Change of Control.

3. NO FRACTIONAL SHARES. No fractional Warrant Shares or scrip representing fractional shares will be issued upon exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the Fair Market Value of one Warrant Share.

4. NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Purchaser shall not have, nor exercise, any rights as a stockholder of the Company (including without limitation the right to notification of stockholder meetings or the right to receive any notice or other communication concerning the business and affairs of the Company) except as provided in Section 10 below.

5. RESERVATION OF STOCK. The Company covenants that during the period this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock (or other securities, if applicable) to provide for the issuance of Warrant Shares (or other securities)

6. MECHANICS OF EXERCISE. Delivery of Warrant Shares Upon Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereof, at the principal office of the Company together with payment in full of the Exercise Price (unless the Purchaser has elected to Net Exercise) then in effect with respect to the number of Warrant Shares as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the holder by crediting the account of the holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the holder or (B) the shares are eligible for resale by the holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the holder in the Notice of Exercise by the end of the day on the date that is three trading days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price (unless exercised by means of a cashless exercise pursuant to Section 2(c). The Warrant Shares shall be deemed to have been issued, and the holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by Net Exercise) and all taxes required to be paid by the holder, if any, prior to the issuance of such shares, having been paid.

7. CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant is adjusted, as herein provided, the Company shall, at its expense, promptly deliver to the Purchaser a certificate of an officer of the Company setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.

8. COMPLIANCE WITH SECURITIES LAWS. (a) The Purchaser understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(b) Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Purchaser shall furnish to the Company such certificates, representations, agreements and other information, including an opinion of counsel, as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, unless such Warrant Shares are being sold or transferred pursuant to an effective registration statement. 

(c) The Purchaser acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant in order to comply with applicable securities laws, unless such Warrant Shares are otherwise freely tradable under Rule 144 of the Securities Act.

9. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

10. NO IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant, the Company will not, by amendment of its charter or through a Change of Control, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Purchaser against impairment.

11. TRADING DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be other than a day on which the Common Stock is quoted on the OTC Markets Group, Inc. QB Venture Market (“OTCQB”) or, if the OTCQB is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, then such action may be taken or such right may be exercised on the next succeeding day on which the Common Stock is so traded.

12. TRANSFERS; EXCHANGES. (a) Subject to compliance with applicable federal and state securities laws and Section 9 hereof, this Warrant may be transferred by the Purchaser with respect to any or all of the Warrant Shares purchasable hereunder. For a transfer of this Warrant as an entirety by Purchaser, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Purchaser, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Purchaser, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Purchaser, and shall issue to the Purchaser a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred.

(b) This Warrant is exchangeable, without expense, at the option of the Purchaser, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Purchaser and signed by the Purchaser hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.

13. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without the application of principles of conflicts of laws that would result in any law other than the laws of the State of Nevada. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, at ATTN: Chief Executive Officer, Value Exchange International, Inc., Unit 602, Block B, 6 Floor, Shatin Industrial Centre, 5-7 Yuen Shun Circuit, Shatin, N.T., Hong Kong SAR, Telephone: (852) 29504288; with a copy to (which shall not constitute notice) to Paul Richter, PW Richter plc, 3901 Dominion Townes Circle, Richmond, Virginia 23223, Telephone: (703) 725-7299, Email: pwr@pwrichtersec.com, and (b) if to the Purchaser, at such address or addresses (including copies to counsel) as may have been furnished by the Purchaser to the Company in writing. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. 

IN WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as of the date first set forth above.

VALUE EXCHANGE INTERNATIONAL, INC., a Nevada corporation

By:_________________________________________________________

Name:_________________________________________________________

Title:___________________________________________________________

SEEN, ACCEPTED AND RECEIVED BY PURCHASER ON _____________, 202_____:

Purchaser Name (print):_________________________________________________

By:_________________________________________________________

Name:_________________________________________________________

Title:___________________________________________________________

EXHIBIT A

NOTICE OF INTENT TO EXERCISE

(To be signed only upon exercise of Warrant)

To: Value Exchange International, Inc.

The undersigned, the Purchaser of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________________________ (________) shares of Common Stock of Value Exchange International, Inc., a Nevada corporation, (“Company”) and herewith makes payment of ___________________________ Dollars ($_________) thereof in cash by wire transfer or by certified check payable to Company.

The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to:

____________________________________________________________________________________________,

whose address is:

______________________________________________________________________________________.

By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Sections 9 and 12 thereof.

EXHIBIT B

NOTICE OF ASSIGNMENT FORM

FOR VALUE RECEIVED, _____________________________________________ (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of Value Exchange International, Inc., a Nevada corporation, (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 10 of the Warrant and applicable federal and state securities laws:

Name of Assignor (print full legal name):_____________________________________________________

ASSIGNEE ACKNOWLEDGMENT

The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 9 thereof.

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