UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 12, 2021
 
ALSET EHOME INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
  
Delaware
 
001-39732
 
83-1079861
 (State of incorporation or organization)
 
 (Commission
File Number)
 
 (IRS Employer Identification No.)
 
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
 (Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (301) 971-3940
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value
 
AEI
 
The Nasdaq Stock Market LLC
 
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).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 

 
 
 
Item 1.01    
Entry into a Material Definitive Agreement.
 
Effective as of March 12, 2021, Alset EHome International Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Mr. Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, True Partners International Limited, LiquidValue Development Pte Ltd. (“LVD”) and American Pacific Bancorp, Inc. (“APB”), pursuant to which the Company purchased from Chan Heng Fai (i) warrants (the “Warrants”) to purchase 1,500,000,000 shares of Alset International Limited (“Alset International”); (ii) 1,000,000 shares of LVD’s common stock, constituting all of the issued and outstanding stock of LVD; (iii) 62,122,908 ordinary shares in True Partners Capital Holding Limited (“True Partner”); and (iv) 4,775,523 shares of APB’s Class B common stock, representing 86.44% of the total issued and outstanding common stock of APB.
 
The four acquisitions set forth in the Securities Purchase Agreement closed on March 12, 2021. The Company has issued four convertible notes to Chan Heng Fai as follows: (i) a convertible note in the amount of $28,363,966.42 for warrants to purchase 1,500,000,000 shares of Alset International; (ii) a convertible note in the amount of $173,394.87 to acquire all of the outstanding capital stock of LVD; (iii) a convertible note in the amount of $6,729,629.29 to acquire 62,122,908 ordinary shares of True Partners; and (iv) a convertible note in the amount of $28,653,138 for 4,775,523 Class B shares of APB. Such four notes will only become convertible into shares of the Company’s common stock following the approval of the Company’s shareholders. Subject to such shareholder approval, each note shall be convertible into shares of the Company’s common stock at a conversion price equal to $5.59 per share (equivalent to the average five closing per share prices of the Company’s common stock preceding January 4, 2021). Each convertible note matures in three years, has an interest rate of 2% per annum and the principal amount and accrued but unpaid interest shall be payable on the maturity date, subject to the conversion of each convertible note.
 
Mr. Chan recused himself from any deliberation or vote regarding any of the four transactions described herein. The Audit Committee of the Company’s Board of Directors reviewed, approved and determined that it is advisable and in the best interests of the Company to complete the four proposed transactions described above in connection with the Term Sheet (the “Term Sheet”) related to such transactions set forth in the Securities Purchase Agreement. The Company’s Board of Directors approved the Term Sheet for such transactions on January 6, 2021, and approved the Securities Purchase Agreement and the transactions in connection therewith on March 12, 2021.
 
The four acquisitions set forth in the Securities Purchase Agreement closed on March 12, 2021. All of these assets were acquired from Chan Heng Fai or entities owned by Chan Heng Fai, the Company’s Chairman and Chief Executive Officer. Mr. Chan is also an officer and director of each of Alset International, LVD and APB.
 
Alset International Limited
 
Incorporated in September 2009 and listed on the Singapore Exchange in July 2010, Alset International operates as a global enterprise involved in (i) property development and investments, primarily in the U.S. and Western Australia; (ii) development, research, testing, manufacturing, licensing and distribution of biomedical products; (iii) asset management with a primary focus medical and residential real estate in the US; (iv) direct sales of a growing variety of health and wellness products; and (v) information technology businesses, including blockchain technology. The Company has acquired warrants to purchase 1,500,000,000 shares of Alset International with an exercise price of SGD $0.048 per share. The Company currently owns 57.07% of Alset International. If the Company exercises all of the Alset International warrants acquired in this transaction, the Company’s ownership of Alset International will increase to 76.75%.
 
Mr. Chan Heng Fai is both Chairman of the Board and the Chief Executive Officer of the Company and the Chairman and Chief Executive Officer of its subsidiary Alset International, as well as a significant shareholder of both the Company and Alset International. Mr. Chan owns 186,246,600 shares of Alset International, representing approximately 10.5% of the outstanding shares of Alset International.
 
 
 
 
LiquidValue Development Pte Ltd.
 
LVD operates in the asset management field and will be leveraged by the Company to establish an actively managed open-ended exchange-traded fund (“ETF”) in the U.S. focused on disruptive investment opportunities with long-term exponential growth potential. The Company has acquired all of the issued and outstanding stock of LVD.
 
True Partner Capital Holding Limited
 
True Partners operates as a fund management company in the U.S. and Hong Kong. True Partners manages funds and provides managed accounts on a discretionary basis using a proprietary trading platform, offering investment management and consultancy services. True Partners also develops and supports its trading platform and related proprietary software and provides management services for a portfolio of securities and futures contracts. Its fund investors and managed accounts are primarily professional investors, including family offices, pension funds, high-net worth individuals, endowments/foundations, and financial institutions. True Partners was founded in 2010 and is headquartered in Hong Kong. True Partners is currently listed on the Hong Kong Stock Exchange (HKSE), with over USD $1.6 billion assets under management (AUM). Pursuant to the Securities Purchase Agreement, the Company has acquired 62,122,908 ordinary shares in True Partners (HKG: 8657). The Company now owns 15.5% of True Partners.
 
American Pacific Bancorp Inc.
 
APB is a bank holding company that invests in commercial banks in the U.S. APB’s plans include injecting digital banking capabilities into banks to provide global banking services to clients worldwide, with the goal to increase its profitability. The Company acquired 4,775,523 shares of the Class B common stock of APB, representing approximately 86.4% of the total common stock of APB. The Company plans to leverage APB's infrastructure to capitalize on the growth opportunities with Special Purpose Acquisition Companies (SPACs). The Company intends to work with APB to form a synergistic home financing capability that will further support the Company’s long-term business objectives.
 
The foregoing description of the Securities Purchase Agreement and the four convertible promissory notes does not purport to be complete and is qualified in its entirety by reference to the complete text of the Securities Purchase Agreement and each of the convertible promissory notes, a copy of which are filed herein as exhibits to this Current Report on Form 8-K.
 
Item 2.01   
Completion of Acquisition or Disposition of Assets.
 
The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.
 
Item 3.02   
Unregistered Sales of Equity Securities.
 
The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.
 
Item 7.01     
Regulation FD Disclosure.
 
On March 15, 2021, the Company issued a press release (the “Press Release”) announcing the closing of the four transactions described above.
 
A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Press Release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in the Press Release is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in the Press Release constitutes material investor information that is not otherwise publicly available.
 
 
 
 
This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
 
Item 9.01       
Financial Statements and Exhibits.
 
(a) Financial Statements of Business Acquired
 
The Company plans to file the required financial statements of APB, on or before May 27, 2021 on a Form 8-K/A.
 
(b) Pro Forma Financial Information
 
The Company plans to file the required pro forma financial information on or before May 27, 2021 on a Form 8-K/A.
 
(d) Exhibits.
 
Exhibit
 
 
Number
 
Exhibit
 
 
 
 
Securities Purchase Agreement By and Among Alset EHome International Inc., Chan Heng Fai Ambrose, True Partners International Limited, LiquidValue Development Pte Ltd. and American Pacific Bancorp, Inc. dated March 12, 2021.
 
 
 
 
2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $28,363,966.42.
 
 
 
 
2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $173,394.87.
 
 
 
 
2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $6,729,629.29.
 
 
 
 
2% Conditional Convertible Promissory Note dated March 12, 2021, in the principal amount of $28,653,138.00.
 
 
 
 
Press Release dated March 15, 2021.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
ALSET EHOME INTERNATIONAL INC.
 
 
 
 
 
Date: March 18, 2021
By:
 /s/ Rongguo Wei
 
 
 
Name: Rongguo Wei
 
 
 
Title:   Co-Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Exhibit 10.1
 
 
 
 
 
SECURITIES PURCHASE AGREEMENT
 
 
 
BY AND AMONG
 
 
 
Heng Fai Ambrose Chan,
 
(Seller)
 
LiquidValue Development Pte Ltd.,
 
(LVD)
 
True Partners International Limited,
 
(TP Holdco)
 
 
American Pacific Bancorp, Inc.
 
(APB)
 
AND
 
Alset EHome International Inc.
(formerly known as “HF Enterprises Inc.”)
 
(Purchaser)
 
 
 
 
 
 
 
 
THIS SECURITIES PURCHASE/EXCHANGE AGREEMENT is made on the 12th day of March, 2021.
 
BY AND AMONG:
 
(1) 
Alset EHome International Inc. (fka, HF Enterprises Inc.), a Delaware company, the common stock of which is listed on the Nasdaq Stock Market, having its primary office at 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814 (the “Purchaser”);
 
(2) 
Heng Fai Ambrose Chan, a Singaporean individual, with his primary residence at 8 Cuscaden Walk, #19-01, Four Seasons Park, Singapore 249692 (the “Seller”);
 
(3) 
True Partners International Limited (“TP Holdco”), a company registered in Hong Kong with its primary office at 7 Floor, Skyway Centre, 23 Queen's Road West Sheung Wan, Hong Kong , and wholly-owned by the Seller;
 
(4) 
LiquidValue Development Pte Ltd. (“LVD”), a company registered in Singapore with its primary office at 7 Temasek Blvd., #29-01B, Suntec Tower One, Singapore 038987, and wholly-owned by the Seller; and
 
(5) 
American Pacific Bancorp, Inc. a bank holding corporation formed under the laws of the State of Texas (the “APB”), with its primary office at 4800 Montgomery Lane, Suite 210, Bethesda, Maryland, USA 20814.
 
The Purchaser, Seller, LVD and APB shall hereinafter be collectively referred to as the “Parties”, and each a “Party”.
 
WHEREAS:
 
(A) 
At the date of this Agreement, the Seller owns, directly and indirectly, 1,195,139,494 shares of Alset International Limited (“Alset”), a company formed under the laws of Singapore and the common stock of which is listed on the Singapore Catalist Exchange, stock code 40V and warrants to purchase 1,576,925,000 shares of Alset’s common stock (“2017 Warrants”).
(B) 
Alset is a global enterprise involved in real estate development, biomedical business, and property and asset management in the United States and Australia.
(C) 
The Seller intends to sell part of his 2017 Warrants to purchase 1,500,000,000 shares (the “Sale Warrants”) of Alset’s common stock.
(D) 
At the date of this Agreement, the Seller owns 1,000,000 shares of LVD’s common stock (the “LVD Shares”), par value $ 1.00 SGD per share, which constituted all of the issued and outstanding equity securities of LVD.
(E) 
At the date of this Agreement, the Seller owns, directly and through his wholly-owned subsidiary TP Holdco, an aggregate of 62,122,908 shares (the “True Partners Shares”) of common stock, no par value, of True Partners Capital Holding Limited (“True Partners”), a fund management company formed under the laws of Hong Kong, which manages its customers’ accounts on a discretionary basis using a proprietary trading platform. True Partners is incorporated under the laws of the Cayman Islands with limited liability, which is listed on the Growth Emerging Market (“GEM”) of the Stock Exchange of Hong Kong, stock code 8657.
(F) 
At the date of this Agreement, the Seller owns 4,775,523 shares of the Class B common stock of APB (the “APB Shares”), par value $ 0.01 USD per share, and APB is a bank holding company focused on acquiring positions in various commercial banks in the United States and digitalizing the banks with blockchain technologies.
 
 
1
 
 
 
 
(G) 
Subject to and on the terms of the conditions set forth under this Agreement, the Seller has offered to sell, and the Purchaser has agreed to purchase the Sale Warrants, LVD Shares, True Partners Shares, and APB Shares for the respective considerations.
 
NOW IT IS AGREED as follows:
 
1. 
DEFINITIONS
 
1.1 
In this Agreement, unless the context otherwise requires, the following words or expressions shall have the following meaning:
 
Agreement” means this Agreement and schedules attached hereto, and include all variations and supplements to the dame as may be agreed in writing between the Parties from time to time;
 
Business Day” means a day on which commercial banks are open for business in the State of New York, U.S. (other than Saturdays, Sundays, or public holidays);
 
Closing” means the completion of the sale and purchase of the Sale Warrants, LVD Shares, True Partners Shares and APB Shares (collectively, the “Sale Securities”);
 
Closing Date” means the date of this Agreement;
 
Consideration” means the consideration for the purchase of the Sale Securities, which is the aggregate of the Alset CPN, LVD CPN, True Partners CPN and APB CPN;
 
Costs and Expenses” means all costs and expenses related to the transactions contemplated under this Agreement, including but not limited to legal costs incurred in the preparation of this Agreement and the professional fees in relation to the transactions contemplated under this Agreement;
 
GST” means goods and services tax charged under the Goods and Services Tax Act, Chapter 117A of Singapore;
 
Nasdaq” means The Nasdaq Stock Market;
 
SGX-ST” means the Singapore Exchange Securities Trading Limited;
 
Singapore Dollars”, “S$,” “Cents” and “SGD” mean the lawful currency of Singapore;
 
USD” means the lawful currency of the United States.
 
Taxation” means all forms of taxation and statutory, government, state, provincial, local governmental or municipal impositions, duties, contributions, and levels, including any goods and services tax or other form of value added tax and stamp duty in each case, whether of Singapore or elsewhere in the world whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to each of Seller, LVD and APB, or any other person and all penalties, charges, costs and interest relating thereto; and
 
 
2
 
 
 
 
1.2 
Any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to Closing and (so far as liability hereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced.
 
1.3 
References to “Recitals” and “Sections” are to the recitals and the clauses of this Agreement.
 
1.4 
Any reference to include or including shall be deemed to be followed by without limitation or but not limited to whether or not they are followed by such phrases or words of like import.
 
1.5 
Unless the context otherwise requires, word (including words defined in this Agreement) denoting the singular number only shall include the plural and vice versa; words denoting natural persons shall include bodies corporate, and words denoting any gender shall include all genders; and
 
1.6 
The headings in this Agreement are for convenience only and shall not affect the construction of any provision in the Agreement.
 
1.7 
Unless otherwise expressly provided, all covenants, warranties, representations, undertakings and indemnities given or made by each Party in this Agreement are given or made severally.
 
2. 
THE TRANSACTIONS
 
2.1 
Subject to the terms and conditions contained in this Agreement, and in consideration of the payment of the Warrant Purchase Price (as defined below) to the Seller, the Seller, as beneficial owner of Sale Warrants, shall sell and transfer to the Purchaser and the Purchaser shall purchase from the Seller the Sale Warrants, including all rights, dividends, entitlements and distributions declared, made or paid on the Closing Date with respect to the Sale Warrants. The Sale Warrants to purchase 1,500,000,000 shares of Alset’s common stock were issued on March 22, 2017 to the Seller, have the exercise price of $0.048 SGD per share, and shall expire on March 21, 2022. The total purchase price for the Sale Warrants (“Warrant Purchase Price”) shall be the lower of i) the valuation of the Sale Warrants appraised by a third party or ii) $28,363,966.42 USD, payable on the Closing Date by the Purchaser, in a convertible promissory note (“Alset CPN”) attached as Exhibit A hereto, which, subject to the terms and conditions of the Alset CPN and Purchaser’s shareholder approval, shall be convertible into shares of the Purchaser’s common stock (“AEI Common Stock”), par value $0.001 per share, at the conversion price of AEI Stock Market Price. AEI Stock Market Price shall be $5.59 per share, equivalent to the average of the five closing per share prices of AEI Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P.
 
2.2 
Subject to the terms and conditions contained in this Agreement, and in consideration of the payment of the LVD Share Purchase Price (as defined below) to the Seller, the Seller, as beneficial owner of the LVD Shares, shall sell and transfer to the Purchaser and the Purchaser shall purchase from the Seller the LVD Shares, including all rights, dividends, entitlements and distributions declared, made or paid on the Closing Date with respect to the LVD Shares. On the Closing Date, the Purchaser shall pay the Seller the total purchase price (the “LVD Share Purchase Price”) for the LVD Shares in the value of $173,394.87 USD in a convertible promissory note (“LVD CPN”) attached as Exhibit B hereto, which, subject to the terms and conditions of the LVD CPN and Purchaser’s shareholder approval, shall be convertible into shares of AEI Common Stock at the conversion price of AEI Stock Market Price as set forth in Section 2.1.
 
 
3
 
 
 
 
2.3 
Subject to the terms and conditions contained in this Agreement, and in consideration of the payment of the True Partners Share Purchase Price (as defined below), the Seller shall sell and transfer to the Purchaser all of the equity shares in TP Holdco, which holds 44,808,908 shares of True Partners, and simultaneously the Seller shall sell and transfer to the Purchaser 17,314,000 shares of True Partners, together with 44,808,908 shares of True Partners held by TP Holdco constituting approximately 15.53% of the total outstanding equity securities of True Partners based on 400,000,000 True Partners Shares issued and outstanding, including all rights, dividends, entitlements and distributions declared, made or paid on the Closing Date with respect to the True Partners Shares. True Partners Stock Market Price was HKD 0.84 per share, equivalent to the average of the closing per share prices during the five trading days preceding January 4, 2021 as quoted by Bloomberg L.P. The total consideration for the True Partner Shares is HKD52,183,242.72 or $6,729,629.29 (based on an exchange rate of $1 to HKD7.75425 as of December 31, 2020). On the Closing Date, the Purchaser shall pay the Seller the total purchase price (the “True Partners Share Purchase Price”) for the True Partners Shares in the value of $6,729,629.29 USD in a convertible promissory note (“True Partners CPN”) attached as Exhibit C hereto, which, subject to the terms and conditions of the True Partners CPN and Purchaser’s shareholder approval, shall be convertible into shares of AEI Common Stock at the conversion price of AEI Stock Market Price.
 
2.4 
Subject to the terms and conditions contained in this Agreement, and in consideration of the payment of the APB Share Purchase Price (as defined below) to the Seller, the Seller, as beneficial owner of the APB Shares, shall sell and transfer to the Purchaser and the Purchaser shall purchase from the Seller the APB Shares, representing 86.44% of the total issued and outstanding common stock of APB, including all rights, dividends, entitlements and distributions declared, made or paid on the Closing Date with respect to the APB Shares. On the Closing Date, the Purchaser shall pay the Seller the total purchase price (the “APB Share Purchase Price”) for the APB Shares in the value equivalent to the lower of $28,653,138.00 USD or the valuation of the APB Shares made by a third party, payable in a convertible promissory note (“APB CPN”) attached as Exhibit D hereto, which, subject to the terms and conditions of the APB CPN and Purchaser’s shareholder approval, shall be convertible into shares of AEI Common Stock at the conversion price of AEI Stock Market Price.
 
2.5 
The Seller and TP Holdco agree and undertake to consummate the transfers and sales in respect of the True Partner Shares, and the Seller has agreed to procure from True Partners, as may be necessary before Closing, irrevocable waiver of any such restrictions on transfer or sale of True Partners Shares.
 
2.6 
For the purposes of this Agreement, each transaction (each, a “Transaction” and collectively, the “Transactions”) set forth in Sections 2.1-2.4 is independent from each other and shall not be construed as conditions of any kind to another Transaction under any circumstance. In the event that one or more Transactions are terminated pursuant to Article 9 or are decided illegal by a court of proper jurisdiction, the remaining Transactions of the Agreement shall not in any way be affected or impaired. The Parties shall implement and close the remaining unaffected Transactions under this Agreement.
 
2.7 
Subject to the terms and conditions contained in this Agreement, on the Closing Date, the Purchaser shall deliver to the Seller and TP Holdco the sum of the Warrant Purchase Price, LVD Share Purchase Price, True Partners Share Purchase Price, and APB Share Purchase Price in the form of convertible promissory notes as set forth above.
 
 
4
 
 
 
 
3. 
CONDITIONS PRECEDENT
 
3.1 
The obligations of the Parties under this Agreement are conditional upon, and Closing shall not take place until, all of the following conditions have been fulfilled or waived on or prior to the Closing Date:
 
(i) 
The Seller obtaining the necessary approval(s) from the board of directors of LVD regarding the sale of LVD Shares as contemplated herein, if required by LVD’s charter documents;
 
(ii) 
The Seller obtaining the necessary approval(s) and consents from the board of directors of APB and relevant banking regulatory authorities regarding the sale of APB Shares as contemplated herein;
 
(iii) 
The Purchaser obtaining all relevant approvals from its board of directors, shareholders and the Nasdaq in connection with this Agreement and the transactions contemplated therein as may be necessary;
 
(iv) 
The Parties executing the share transfer forms in relation to the Sale Warrants, LVD Shares, True Partners Shares and APB Shares in favor of the Purchaser and/or its designated parties;
 
(v)
Each of the warranties and representations set forth in this Agreement remaining true and not misleading in any material respect at Closing, as if repeated at Closing and at all times between the date of this Agreement and Closing; and
 
(vi) 
All necessary third party, governmental and regulatory consents, approvals and waivers, including approvals, waivers and clearance from the Singapore Stock Exchange and Nasdaq, where required for the transactions contemplated hereunder having been obtained by each of the Parties, and such consents, approvals and waivers not having been amended or revoked before Closing Date, and if any such consents, approvals or waivers are subject to conditions, such conditions being acceptable to the Purchaser.
 
3.2 
At any time on or before the Closing Date, a Party may waive any of the above conditions precedent by written notice to the other Parties (as the case may be) to the extent that such waiver does not violate any applicable laws, rules, or regulations.
 
4. 
REPRESENTATIONS AND WARRANTIES FROM THE SELLER
 
The Seller hereby warrants and represents to the Purchaser and its successors that, except as set forth on the Schedule of Exceptions delivered by the Seller to the Purchaser; and it being further understood that the Schedule of Exceptions will be updated from time to time for events that occur between execution of this Agreement and Closing and a final copy of the Schedule of Exceptions will be delivered to the Purchaser prior to the Closing:
 
4.1            
Capacity. The Seller has full legal right, power and all authority and approvals required to enter into exercise its respective rights and perform or comply with its respective obligations under this Agreement which, when fully executed, will constitute valid and legally binding obligations on the Seller, enforceable against them in accordance with terns of this Agreement.
 
4.2             
Compliance. Except as set forth in Section 4.2 of the Schedule of Exceptions, the Seller’s entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by:
 
 
5
 
 
 
 
(i) 
any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject in Singapore and the United States, as may be applicable; or
 
(ii)             
any agreement, instrument or document to which it is a party or which is binding on in Singapore, the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) or the United States, as may be applicable.
 
4.3             
Good Title. As of the date of this Agreement, Seller, either directly or through TP Holdco, is the sole beneficial owner of the Sale Warrants, LVD Shares, True Partners Shares, and APB Shares, free and clear of liens, and with full rights and authority to assign, sell and transfer all of the same.
 
4.4             
Absence of Litigation and Bankruptcy. Except as set forth on Section 4.4 of the Schedule of Exceptions, there are no suits, claims, actions, proceedings, arbitrations, mediations or, to the Knowledge of Seller, governmental investigations (“Seller Proceedings”) pending or, to the Knowledge of Seller, threatened against Seller, other than any Seller Proceeding that would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Seller. Neither Seller nor any of its properties is or are subject to any order, writ, judgment, injunction, decree or award except for those that would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the transactions contemplated herein. As of the date hereof and Closing Date, the Seller shall not be subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other similar proceedings, commenced voluntarily or involuntarily.
 
4.5             
Investment Experience. The Seller acknowledges that it can bear the economic risk and complete loss of its investment in the AEI Common Stock and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.
 
4.6             
Disclosure of Information. The Seller and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Purchaser and materials relating to the shares of AEI Common Stock that have been requested by the Seller. The Seller understands that its investment in the shares of AEI Common Stock involves a high degree of risk. The Seller has sought such accounting, legal and tax advice as he has considered necessary to make an informed investment decision with respect to its acquisition of the shares of AEI Common Stock.
 
4.7               
Restricted Securities. The Seller understands that the shares of AEI Common Stock to be issued upon conversion of any of the Alset CPN, LVD CPN, True Partners CPN, and APB CPN (collectively, the “CPNs”) in connection with the Transactions are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Seller understands that the shares of AEI Common Stock are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Purchaser is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire such securities.
 
4.8               
Legends. It is understood that, except as provided below, certificates evidencing the shares of AEI Common Stock may bear the following or any similar legend:
 
 
6
 
 
 
 
(a)            “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
(b)                If required by the authorities of any state in connection with the issuance of sale of the shares of AEI Common Stock, the legend required by such state authority.
 
4.9               
Accredited Investor Status. The Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

5. 
REPRESENTATIONS AND WARRANTIES FROM LVD, APB AND TP HOLDCO Each of LVD, APB and TP Holdco hereby, severally but not jointly, warrants and represents to the Purchaser and its successors that, except as set forth on the Schedule of Exceptions delivered by the LVD, APB or TP Holdco to the Purchaser; and it being further understood that the Schedule of Exceptions will be updated from time to time for events that occur between execution of this Agreement and Closing and a final copy of the Schedule of Exceptions will be delivered to the Purchaser prior to the Closing:
 
5.1          
Corporate Organization and Capacity. Each of LVD, APB and TP Holdco is a company duly organized and validly existing under the laws of Singapore, Texas and Hong Kong, respectively, and has all the requisite corporate power and lawful authority to enter into this Transaction. Each of LVD, APB and TP Holdco has full legal right, power and all authority and approvals required to enter into exercise its respective rights and perform or comply with its respective obligations under this Agreement which, when fully executed, will constitute valid and legally binding obligations on LVD, APB and TP Holdco, enforceable against them in accordance with terns of this Agreement.
 
5.2          
Compliance. LVD and APB’s entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by:
 
(i)            
any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject in Singapore and the United States, as may be applicable; or
(ii)          
any agreement, instrument or document to which it is a party or which is binding on in Singapore or the United States, as may be applicable.
 
5.3          
Board Approval. Each of LVD and APB has obtained the approval of its respective board of directors for the Transactions contemplated under this Agreement.
 
5.4          
Articles of Incorporation and Bylaws. Each of LVD and APB has heretofore furnished or otherwise made available to Purchaser a complete and correct copy of their respective articles of incorporation (the “Articles of Incorporation”) and bylaws (the “Bylaws”) as in effect on the date hereof and all minutes of their respective board of directors since January 1, 2020. Each set of Articles of Incorporation and Bylaws of each of LVD and APB are in full force and effect and no other organizational documents are applicable to or binding upon each of LVD and APB.
 
 
7
 
 
 
 
5.5          
Capitalization. The authorized capital stock of LVD consists of 1,000,000 shares of common stock, par value $1.00 SGD per share. As of the date of this Agreement: (i) 1,000,000 shares of LVD’s common stock were issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued free of preemptive rights, (ii) none of LVD’s common shares were reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding options or warrants to purchase LVD Shares or other rights to receive any LVD’s common shares.
 
The authorized capital stock of APB consists of 100,000,000 shares of Class A common stock, par value $0.01 USD per share; 100,000,000 shares of Class B common stock, par value $0.01 USD per share; and 100,000,000 shares of preferred stock, par value $0.01 USD per share. As of the date of this Agreement: (i) 491,665 of APB’s Class A common shares, 5,033,123 of APB’s class B common shares and 491,665 APB’s preferred shares were issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued free of preemptive rights, (ii) none of APB’s common shares were reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding options or warrants to purchase APB’s common shares or other rights to receive any APB’s common shares.
 
The authorized capital stock of TP Holdco consists of 10,000 shares of common stock, par value HKD1 per share. As of the date of this Agreement: (i) one (1) share of TP Holdco’s common stock were issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued free of preemptive rights.
 
5.6
Financial Statements.  Each of LVD and APB shall promptly provide to the Purchaser its audited consolidated financial statements (including any related notes thereto) for the fiscal years ended December 31, 2020 and 2019 (the “LVD Audited Financial Statements” and “APB Audited Financial Statements” respectively) which have been prepared in accordance with GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of LVD and APB at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated therein. LVD’s and APB’s Interim Financial Statements, to be provided to the Purchaser, will have been prepared in accordance with GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present in all material respects the consolidated financial position of each of LVD and APB as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (subject to normal period-end adjustments). Prior to and after the Closing, each of LVD and APB shall coordinate with the Purchaser to prepare the LVD Audited Financial Statements and APB Audited Financial Statements, as applicable, and the respective Interim Financial Statements to meet the Purchaser’s obligations under Regulation S-X,
 
5.7          
Absence of Litigation. Except as set forth on Section 5.7 of the Schedule of Exceptions, there are no suits, claims, actions, proceedings, arbitrations, mediations or, to the Knowledge of LVD or APB, as applicable, governmental investigations (“LVD Proceedings” or “APB Proceedings” respectively) pending or, to the Knowledge of LVD or APB, threatened against each of LVD or APB, as applicable, or any of its respective Subsidiaries, other than any LVD Proceeding or APB Proceeding that would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Neither LVD nor APB (including their respective Subsidiaries) is subject to any order, writ, judgment, injunction, decree or award except for those that would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
 
 
8
 
 
 
 
5.8          
Properties. Section 5.8 of the Disclosure Schedule contains a complete and correct list of all real property owned or leased by each of LVD and APB and their respective Subsidiaries (the “LVD Property” and “APB Property” respectively). Each of LVD and APB and their respective Subsidiaries have good and valid leasehold interests in all of their respective Property owned and leased. With respect to all leased properties of each of LVD and APB, there is not, under any of such leases, any existing default by each of LVD or APB, as applicable, or any of their Subsidiaries or, to the Knowledge of each of LVD or APB, as applicable, the counterparties thereto, or event which, with notice or lapse of time or both, would become a material default by either LVD or APB, or any of their respective Subsidiaries or, to the Knowledge of each of LVD and APB, the counterparties thereto. All of the LVD Properties and APB Properties are maintained in a state of repair and condition that is consistent with the normal conduct of the business operations of each of LVD and APB.
 
5.9          
Intellectual Property. Except as set forth in Section 5.9 of the Schedule of Exceptions, to the Knowledge of each of LVD and APB, each of LVD and APB or one of their respective Subsidiaries (as specifically identified on Schedule 5.9) is the sole and exclusive (as to any third party) owner or assignee of the entire right, title and interest in and to the Intellectual Property set forth on Section 5.9(a) of the Disclosure Schedule and all other Intellectual Property material to and used in their respective businesses, and is licensed perpetually and without royalty or other payment obligations to third parties to the Intellectual Property set forth on Section 5.9(b) of the Disclosure Schedule. Each of LVD and APB or such Subsidiary owns or has the rights to use, free and clear of any security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (“Liens”), but subject to any existing licenses or other grants of rights to third parties (to the extent set forth in the Disclosure Schedule), all material Intellectual Property as is necessary and sufficient (i) for its businesses as currently conducted and (ii) for the services provided respectively by each of LVD and APB and their Subsidiaries (collectively, the “LVD Intellectual Property Rights” and “APB Intellectual Property Rights”). As used in this Agreement, “Intellectual Property” means all patents, inventions, copyrights, software, trademarks, service marks, domain names, trade dress, trade secrets and all other intellectual property and intellectual property rights of any kind or nature. For purposes of this Agreement, the term “patents” means United States and non-U.S. patents (utility or design, as applicable), provisional patent applications, non-provisional patent applications, continuations, continuations-in-part, divisions, any such patents resulting from reissue, reexamination, renewal or extension (including any supplementary protection certificate) of any patent, patent disclosures, substitute applications, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the foregoing.
 
5.10         
Contracts. Except as set forth otherwise in this Agreement, as of the date of this Agreement, Section 5.10 of Disclosure Schedule lists all of the Material Contracts to which each of LVD and APB, as applicable, or any of their respective Subsidiaries thereof is a party. Each of the Material Contracts is valid and binding on either LVD or APB, as applicable, or the applicable Subsidiary, as the case may be, and, to the Knowledge of each of LVD and APB, as the case may be, each other party thereto and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on either LVD or APB. There is no default under any Material Contract and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by either LVD or APB or any of their respective Subsidiaries, in each case except as would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
 
 
9
 
 
 
 
6. 
REPRESENTATIONS AND WARRANTIES FROM THE PURCHASER
 
6.1             
Corporate Organization and Capacity. The Purchaser is a company duly organized and validly existing under the laws of the State of Delaware and has all the requisite corporate power and lawful authority to enter into this Transaction. When fully, this Agreement will constitute valid and legally binding obligations on the Purchaser, enforceable against them in accordance with terns of this Agreement.
 
6.2             
Compliance. Except as set forth in Section 6.2 of the Schedule of Exceptions, the Purchaser’s entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by:
 
(i)             
any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject in Singapore and the United States, as may be applicable; or
(ii)             
any agreement, instrument or document to which it is a party or on which is binding in the United States, as may be applicable.
 
6.3             
Board Approval. Subject to its shareholder approval, the Purchaser has obtained the approval of its board of directors for the transactions contemplated under this Agreement.
 
6.4             
Capitalization. (a) The authorized capital stock of Purchaser consists of 25,000,000 shares, of which 20,000,000 shares are common stock, par value $0.001 per share (the “Purchaser Common Stock”), and 5,000,000 shares are preferred stock, par value $0.001 per share (the “Purchaser Preferred Stock”). As of December 29, 2020, the Purchaser had (i) 8,570,000 shares of Purchaser Common Stock issued and outstanding, all of which were validly issued, fully paid and non-assessable and were issued free of preemptive rights, (ii) 0 share of Parent Common Stock reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding options and warrants to purchase Parent Common Stock, and (iii) 0 share of Purchaser Preferred Stock issued and outstanding. 
 
6.5            
SEC Filings; Financial Statements. Purchaser has filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or otherwise transmitted by it with the SEC) during the past twelve months. As of their respective dates, each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such subsequent filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 
 
10
 
 
 
 
The audited consolidated financial statements of Purchaser (including any related notes thereto) included in Purchaser’s Registration Statement on Form S-1, as amended, for the fiscal years ended December 31, 2019 and 2018 filed with the SEC have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Purchaser at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated therein. The unaudited consolidated financial statements of Purchaser (including any related notes thereto) for all interim periods included in Purchaser’s Registration Statement and quarterly report on Form 10-Q filed with the SEC on December 29, 2020 have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of Purchaser as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (subject to normal period-end adjustments).
 
7.
UNDERTAKING, ACKNOWLEDGEMENT AND CONFIRMATION BY THE PARTIES
 
The Parties further irrevocably undertake, acknowledge, confirm and agree that
 
(i) 
Subsequent to Closing, the Purchaser shall procure each of APB and LVD to provide full and prompt cooperation and assistance to the Seller and its auditors and/or internal auditors with any audit, consolidation and/or accounting matters of the Seller by the Seller’s auditors and/or internal auditors; and
 
(ii) 
From the date of this Agreement to Closing, each of LVD and APB covenants and agrees that, except as contemplated by this Agreement, as set forth in the Schedule of Exceptions or as required by Law, or unless Purchaser shall otherwise consent in writing (such consent not to be unreasonably conditioned, withheld or delayed), the business of each of LVD and APB and their respective Subsidiaries shall be conducted in its ordinary course of business and, to the extent consistent with and not in violation of any other provisions of this Section 7, each of LVD and APB shall use commercially reasonable efforts to preserve substantially intact their and their respective Subsidiaries’ business organization, and to preserve their and their respective Subsidiaries’ present relationships with customers, suppliers, employees, licensees, licensors, partners and other Persons with which each of LVD and APB or any of their respective Subsidiaries has significant business relations. To the extent out of each of LVD’s and APB’s ordinary course of business and subject to the foregoing, from the date of this Agreement to Closing the Seller is not required to advance any additional capital to fund the expansion of each of LVD’s and APB’s businesses, provided that each of LVD and APB can conduct their respective businesses in an ordinary manner without such funding from Seller.
 
8.
CLOSING DELIVERABLES
 
8.1 
Subject to Section 3.1, Closing shall take place at such other place as the Parties may agree.
 
8.2 
On Closing, the Seller, LVD and APB shall deliver to the Purchaser:
 
(i) 
Valid securities certificates in respect of the Sale Warrants, LVD Shares, True Partners Shares (including through TP Holdco), and APB Shares in the name of the Seller;
 
(ii) 
Duly certified copies of board resolution of each of LVD and APB, approving:
 
(a) 
the transfer of LVD Shares and APB Shares, as applicable, subject to the same being duly stamped if necessary;
 
 
11
 
 
 
 
(b) 
the affixation of the LVD’s common seal and APB’s seal, as the case may be(where required);
(c) 
the issue of new securities certificates in respect of each of LVD Shares and APB Shares, as applicable, in favor of the Purchaser; and
(d) 
updating the shareholder or member registration of each of LVD and APB, as the case may be.
 
(iii) 
Such waivers or consents as may be necessary to enable the Purchaser or its nominees to be registered as holder of any and all of the Sale Warrants, LVD Shares, True Partners Shares (including through TP Holdco) and APB Shares (collectively, the “Sale Securities”);
(iv) 
Filing with local Singapore agency, Hong Kong agency and the Secretary of the State of Texas regarding the Transaction and change of ownership of the Sale Securities, if applicable;
(v) 
Stock power or transfer documents in that nature from the Seller to transfer the Sale Securities to the Purchaser; and
(vi) 
Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement.
 
8.3
On Closing, Purchaser shall deliver to the Seller:
(i) 
the payment of Warrant Purchase Price, LVD Share Purchase Price, True Partners Share Purchase Price and APB Share Purchase Price in the form of respective convertible promissory notes as set forth in Article 2;
(ii) 
Purchaser’s board resolution approving the Transactions contemplated in this Agreement; and
(iii) 
such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, LVD and APB, as may be required to give effect to this Agreement.
 
9.
RESCISSION
 
9.1
Rescission. This Agreement may be terminated or rescinded by the following Parties by written notice to the other Parties within ninety (90) days after Closing as follows:
 
(i) 
At the election of the Seller, if the Purchaser has breached any representation, warranty, covenant or agreement contained in this Agreement; or
(ii) 
At the election of the Purchaser, if the Seller, LVD or APB has breached any representation, warranty, covenant or agreement contained in this Agreement.
 
9.2
Effect of Rescission. In the event of the termination or rescission of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto, except with respect to Articles 10- 20, which shall survive such rescission; provided, however, that nothing herein shall relieve or release any party from liabilities or damages arising out of fraud or its material and intentional breach of any provision of this Agreement.
 
10. 
CONFIDENTIALITY
 
10.1 
Each Party shall keep strictly confidential the negotiations relating to this Agreement, the existence of this Agreement and its contents, and each Party shall not disclose the same to any other person without the prior written consent of the other Party, other than to its holding company, its directors, key employees and advisers and the directors, employees and advisers of its holding company on a strictly need to know basis or when required under the rules and regulations of the SGX-ST, Nasdaq and other applicable laws or regulations of Singapore, the United States, and Hong Kong.
 
 
12
 
 
 
 
10.2 
Save as provided in this Article 9, no press release or public announcement relating to any matter in this Agreement shall be issued or made by or on behalf of any Party without the written consent of the other Parties, save for any press release or public announcement required under the rules and regulations of the SGX-ST and Nasdaq and other applicable laws or regulations of Singapore and the United States.
 
10.3 
All communication among the Parties, all information and other material supplied to or received by any of them from the other which is either designated confidential or by its nature intended to be confidential, and all information concerning the business transactions or the financial arrangements of the Parties shall be kept confidential by the recipient unless or until it is or part of it is in the public domain (save where such information has become known to the public by reason of any willful or negligent act or omission of the recipient Party or its representatives), whereupon to the extent that it is publicly available, the obligation under this clause shall cease.
 
10.4 
The Parties acknowledge that they shall be entitled to make press releases and announcements on the SGX-ST or Nasdaq relating to the subject matter of the Agreement upon the execution of this Agreement.
 
10.5 
Nothing herein shall in any way restrict or prohibit the Parties from complying with any disclosure obligation prescribed by any relevant applicable law.
 
11. 
NO ASSISGNMENT
 
None of the Parties may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Parties.
 
12. 
TIME OF ESSENCE
 
Any time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties in writing hereto but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.
 
13. 
COSTS AND TAXATION
 
13.1 
Each Party shall bear and be responsible for its respective Costs and Expenses incurred in relation to the negotiation, preparation and implementation of this Agreement.
 
13.2 
Notwithstanding Section 13.1 above, any stamp duty payable on the sale and purchase of the Sale Securities shall be borne by the Purchaser.
 
13.3 
Notwithstanding Section 13.1 above, in the event that Taxation is chargeable pursuant to any of the Transactions contemplated under this Agreement and/or any internal restructuring undertaken by the Target prior to the transactions contemplated under this Agreement, the Taxation shall be borne by the Seller together with any penalty or interest incurred for late payment of such Taxation.
 
 
13
 
 
 
 
14. 
NOTICES
 
Any notice, communication or demand required to be given, made or served under this Agreement shall be in writing in the English language and delivered by hard or sent by prepaid registered post or by fax or telex to the intended recipient thereof at the following address or fax number or to such other address or fax number as may from time to time be notified (in accordance with this clause) by the relevant Party to the other Party:
 
Purchaser:
 
Alset EHome International Inc.
Attention: Rongguo Wei
Address: 4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Email: ronald@alsetinternational.com
 
Seller and TP Holdco:
 
Heng Fai Ambrose Chan
Address: 7 Temasek Blvd., # 29-01B, Suntec Tower One, Singapore 038987
Email: fai@alsetinternational.com
 
LVD:
 
LiquidValue Development Pte Ltd.
Attn: Danny Lim
Address: 7 Temasek Blvd., #29-01B, Suntec Tower One, Singapore 038987
Email: danny@alsetinternational.com
 
 
 
APB:
 
American Pacific Bancorp, Inc.
Attention: Rongguo Wei
Address: 4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Email: ronald@alsetinternational.com
 
 
Any such notice, communication or demand shall be deemed to have been duly served (if given or made by electronic mail) immediately on such transmission or (if given or made by letter) two days after posting and in proving the same, it shall be sufficient to produce the email.
 
15. 
FURTHER ASSURANCE
 
The Parties shall execute and do and procure all other persons if necessary, to execute and do all such further deeds, assurances, acts and things as may be reasonably required whether before or after Closing so that full effect may be given to the terms and conditions of this Agreement.
 
16. 
SEVERABILITY
 
The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
 
 
14
 
 
 
 
17. 
COUNTERPARTS
 
This Agreement may be entered into by the Parties in separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document. Signatures may be exchanged by facsimile or by electronic mail, in which case it shall be given at the time it left the e-mail gateway of the server of the notice. Each Party agrees to be bound by its own facsimile or email and that it accepts the facsimile or email signature of the other Party.
 
18. 
ENTIRE AGREEMENT AND MODIFICATIONS
 
18.1 
This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated in this Agreement and supersedes all prior oral and written agreements, term sheets, memoranda, understandings, undertakings, representations and warranties between the Parties relating to the subject matter of this Agreement.
 
18.2 
Each Party acknowledges to the other (and shall execute this Agreement and any documents in the agreed form in reliance on such acknowledgement) that it has not been induced to enter into any such documents by nor relied on any representation or warranty other than the representations and/or warranties as contracted herein.
 
18.3 
No amendment or variation of this Agreement shall be effective unless so amended or varied in writing and signed by or on behalf of each of the Parties.
 
19. 
CONTRACTS
 
Nothing in this Agreement is intended to grant to any third party any right to enforce any term of this Agreement or to confer on any third party any benefits under this Agreement.
 
20. 
GOVERNING LAW AND JURISDICTION
 
20.1 
This Agreement shall be governed by and construed in accordance with the law of the State of New York, the United States.
 
20.2 
Subject to Section 20.3 below, in relation to any legal action or proceeding arising out of or in connection with this Agreement (“Proceedings”), the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts in the State of Maryland and waive any objection to Proceedings in any such court on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.
 
20.3 
Notwithstanding Section 20.2 above, submission shall not affect the right of the Purchaser to take Proceedings in any jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude the Purchaser from take Proceedings in any other jurisdiction.
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
 
15
 
[SIGNATURE PAGE TO THE SECURITIES PURCHASE AGREEMENT]
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
 
 
 
THE PURCHASER
 
Alset EHome International Inc.
(fka, HF Enterprises Inc.)
 
By: /s/ Ang Hay Kim                           
Name: Ang Hay Kim
Title: Director
 
THE SELLER
 
Heng Fai Ambrose Chan
 
By: /s/ Heng Fai Ambrose Chan         
Name: Heng Fai Ambrose Chan
Title: Individual
 
True Partners International Limited
 
By: /s/ Heng Fai Ambrose Chan          
Name: Heng Fai Ambrose Chan
Title: Sole Shareholder
 
LiquidValue Development Pte Ltd.
 
By: /s/ Heng Fai Ambrose Chan         
Name: Heng Fai Ambrose Chan
Title: Director
 
 
American Pacific Bancorp, Inc.
 
By: /s/ Heng Fai Ambrose Chan         
Name: Heng Fai Ambrose Chan
Title: Chairman of the Board
 
 
 
 
 
16
 
 
 
 
 
Disclosure Schedule
Section 5.8 LVD’s and APB’s Real Estate
 
LVD:
Owned:  None
Leased: None
 
APB:
Owned: None
Leased: None
 
Section 5.9 LVD’s and APB’s Intellectual Properties
 
LVD:
(a)
Owned: None
(b)
Exclusively licensed: None
 
APB:
(a) 
Owned: None
(b) 
Exclusively licensed: None
 
Section 5.10 LVD’s and APB’s Material Contracts
 
LVD: Not Applicable
 
APB: Not Applicable
 
Schedule of Exceptions
 
Section 4.2 Seller’s Compliance
 
Not Applicable
 
Section 4.4 Seller’s Litigation
 
Not Applicable
 
Section 5.7 LVD’s and APB’s Litigation
 
LVD: Not Applicable
 
APB: Not Applicable
 
Section 5.9 LVD’s and APB’s Intellectual Properties with Restrictions
 
LVD: Not Applicable
 
APB: Not Applicable
 
Section 6.2 Purchaser’s Compliance
 
Not Applicable
 
17
 
Exhibit 10.2
 
Alset EHome International Inc.
(fka, HF Enterprises Inc.)
 
2% conditional convertible Promissory Note
 
Principal Amount: $28,363,966.42 U.S. Dollars
Issuance Date:  March 12, 2021

 
 
 
 
FOR VALUE RECEIVED,  (1)    Alset EHome International Inc. (fka, HF Enterprises Inc.), a Delaware company (the “Company”), hereby promise to pay to the order of Heng Fai Ambrose Chan, a Singaporean individual, with his primary residence at 8 Cuscaden Walk, #19-01, Four Seasons Park, Singapore 249692 or his assignee(s) (“Holder”) the amount set out above as the Principal Amount (the “Principal”) when due, in accordance with the terms hereof, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) accrued from the date set out above as the Issuance Date (the “Issuance Date”) until this convertible promissory note has been paid in full. This convertible promissory note, including all promissory notes issued in exchange, transfer or replacement hereof, is referred to as this “Note”. This Note is delivered pursuant to the terms of that certain Stock Purchase Agreement (the “SPA”) dated as of the Issuance Date by and among the Holder, the Company and certain other entities thereof for the Company’s purchase of Sale Warrants. Certain capitalized terms used herein are defined in Section 21 hereof or the SPA.
 
1.          PAYMENTS OF PRINCIPAL. Subject to the conversion of the Note as described in Section 5, the Principal Amount and accrued Interest outstanding hereunder shall be payable in full to the Holder on the Maturity Date.
 
2.           INTEREST; INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note at the rate of two percent (2%) per annum (the “Interest Rate”). Interest shall be calculated from and include the Issuance Date and shall be calculated on an actual/365-day basis. All unpaid interest and Principal Amount shall be due and payable on the Maturity Date.
 
3.           DEFAULT.
 
(a)          Event of Default. Each of the following events shall constitute an “Event of Default”:
 
(i)          the Company’s bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the by a third party, shall not be dismissed within thirty (30) days of their initiation;
 
 
 
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(ii)          the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their properties, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law; or
 
(iii)          the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days.
     
(b)          Notice of an Event of Default. As soon as possible and in any event within seven (7) days after the Company becomes aware that an Event of Default as set forth in Section 3(a)(ii)-(iv) has occurred and has not been cured, the Company shall notify the Holder in writing of the nature, extent and time of and the facts surrounding such Event of Default, and the action, if any, that the Company proposes to take with respect to such Event of Default.
 
4.          NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not by amendment of its respective Certificate of Incorporation, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.
 
 
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5.         PREPAYMENT; CONVERSION.
 
(a)          Voluntary Prepayment. The Company may prepay the outstanding Principal and accrued but unpaid Interest of this Note at any time before the Maturity Date, in whole or in part, without penalty or prepayment.
 
(b)         Conversion. Upon the Company’s shareholders’ approval of the conversion of this Note (the “Shareholder Approval”), at any time before the Maturity Date, the Holder may convert the unpaid and outstanding Principal plus any accrued and unpaid Interest into shares of the Company’s common stock (the “Common Stock”) at a conversion price (the “Conversion Price”) of $5.59 per share, subject to certain adjustments as set forth in Section 5(d). For clarification purposes, prior to or without the Shareholder Approval, this Note is and shall remain non-convertible and will be due and payable in cash by the Company on the Maturity Date if the Company has not obtained the Shareholder Approval by the Maturity Date.
 
(c)          Mechanics of Conversion.
 
i.           Delivery of Conversion Stock Upon Conversion. Not later than seven (7) Business Days (the “Share Delivery Date”) after receiving a conversion notice substantially in a form attached herein as Exhibit 1, the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Stock or a share report of the Holder reflecting the issuance of Conversion Stock being acquired upon the conversion of this Note, in whole or in part.
 
ii.           Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.
 
(d)          Certain Adjustments.
 
i.           Stock Splits. If the Company, at any time while this Note is outstanding: (i) subdivides outstanding shares of Common Stock into a larger number of shares, (ii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iii) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(d) shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
 
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ii.           Notice of Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 5(d), the Company or the Company shall promptly deliver to each Holder a notice setting forth the new Conversion Price with three (3) Business Days after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to provide such notice shall not constitute an Event of Default.
 
6.           COVENANTS. Until so long as no Principal or accrued but unpaid Interest remains outstanding:
 
(a)          Preservation of Existence. The Company shall maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by the Company or in which the transaction of its business makes such qualification necessary.
 
(b)         Public Filings. The Company shall use its best efforts to maintain its periodic filings required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and keep its Common Stock listed on the Nasdaq Stock Market or another United States stock exchange market.
 
  7.          BENEFICIAL OWNERSHIP. In the event that the Holder’s Beneficial Ownership (as defined below) of the Company’s Common Stock reaches 5.00% or more, as a result of the Conversion or others, the Holder has agreed to coordinate with the Company to file certain disclosure documents as required by Section 13(d) of the 1934 Securities Exchange Act, as amended.  For purposes of this Section 7, the Holder’s Beneficial Ownership shall mean the number of shares of Common Stock beneficially owned by the Holder and its Affiliates, as defined and calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder.  
  
8.           AMENDMENTS. No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved by the Company and the Holder. 
 
9.          RESTRICTIONS ON TRANSFER. This Note may not be offered, sold, assigned or transferred by the Holder without the explicit written consent of the Company, which may be granted or withheld at the sole discretion of the Company.
 
 
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10.          REISSUANCE OF THIS NOTE.
 
(a)          Transfer. If this Note is to be transferred with the Company’s approval as provided in Section 9, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 10(c)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 10(c)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of prepayment or conversion of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
 
(b)           Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 10(c)) representing the outstanding Principal. 
 
(c)          Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 10(a), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest, from the Issuance Date.
 
11.          REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.
 
 
 
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12.          LEGEND. The Holder understands and agrees that the Conversion Stock upon issuance shall be restrictive and, if represented by a certificate(s), shall bear substantially the following legend until (i) such Conversion Stock shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel acceptable to the Company, such Conversion Stock may be sold in reliance on an available exemption without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
 
13.          CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Terms used in this Note but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
 
14.          FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
 
15.          NOTICES; CURRENCY; PAYMENTS.
 
(a)          Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
 
To the Company:                Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: Rongguo Wei
 
 
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With another copy
(which shall not constitute
Notice) to:                           Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
Facsimile: 212-930-9725
Attn: Darrin M. Ocasio
 
To Holder:                          Heng Fai Ambrose Chan
7 Temasek Blvd., # 29-01B
Suntec Tower One
Singapore 038987
Attention: Heng Fai Ambrose Chan
 
(b)          Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars.
  
(c)          Payments. The Company will make all payments of Principal and Interest under this Note by wire transfer of immediately available funds to the bank account specified by the Holder in written notice delivered to the Company on or before the Maturity Date.
 
16.        CANCELLATION. After all Principal, accrued Interest, and other amounts at any time owed on this Note have been paid in full or converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
 
17.         WAIVER OF JURY TRIAL. Each party hereby waives its right to a jury trial in connection with any suit, action or proceeding in connection with any matter relating to this Note.
 
18.         GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law. 
 
19.        ATTORNEY FEES AND COSTS OF COLLECTION. With respect to any dispute relating to this Note, or in the event that a suit, action, arbitration, or other proceeding of any nature whatsoever is instituted to collect the amounts due under the Note or to interpret or enforce the provisions of this Agreement, including, without limitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action, suit, arbitration, or other proceeding seeking a declaration of rights or rescission, the prevailing party will be entitled to recover from the losing party its reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs, and expenses, including costs of collection, actually incurred and reasonably necessary in connection therewith, as determined by the judge or arbitrator at trial, arbitration, or other proceeding, or on any appeal or review, in addition to all other amounts provided by law.
 
 
 
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20.          MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
 
21.          CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
 
(a)  “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
 
(b)  “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
 
(c)  “Maturity Date” shall mean three (3) years from the Issuance Date.
  
(d)  “Person” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons.
 
(e)  “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
(f)  “Transaction Documents” means, collectively, the Note, the SPA and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, as may be amended from time to time.
 
[signature page follows]
 
 
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[SIGNATURE PAGE TO THE CONVERTIBLE PROMISSORY NOTE]
 
IN WITNESS WHEREOF, the Company have caused this Note to be duly executed as of the Issuance Date set out above.
 
 
 
 
COMPANY:
Alset EHome International Inc.
a Delaware corporation
 
By: /s/ Ang Hay Kim                         
Name: Ang Hay Kim
Title: Director
 
 
 
 
 
 
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EXHIBIT 1
Form of Conversion Notice
 
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: [ ]
 
The undersigned hereby elects to convert certain outstanding amount as set forth below of the Convertible Promissory Note of Alset EHome International Inc., a Delaware corporation (the “Company”), issuance date March [ ], 2021, into shares of common stock (the “Common Stock”) of the Company, according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company and Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
 
The undersigned agrees to comply with the delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.
 
Conversion calculations:
 
Principal Amount of Note to be Converted: $[      ] USD
 
The Amount of Interest of the Note to be Converted: $[      ] USD
Conversion Price per Share after adjustment: $[      ] USD
 
Number of Shares of Common Stock to be Issued upon Conversion: ________
 
Signature:
 
Name (Print):
 
Mailing Address:
Phone number:
Email:
Date:
 
 
 
 
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Exhibit 10.3
 
Alset EHome International Inc.
(fka, HF Enterprises Inc.)
 
2% conditional convertible Promissory Note
 
Principal Amount: $173,394.87 U.S. Dollars
Issuance Date:  March 12, 2021

 
 
 
 
FOR VALUE RECEIVED,  (1)   Alset EHome International Inc. (fka, HF Enterprises Inc.), a Delaware company (the “Company”), hereby promise to pay to the order of Heng Fai Ambrose Chan, a Singaporean individual, with his primary residence at 8 Cuscaden Walk, #19-01, Four Seasons Park, Singapore 249692 or his assignee(s) (“Holder”) the amount set out above as the Principal Amount (the “Principal”) when due, in accordance with the terms hereof, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) accrued from the date set out above as the Issuance Date (the “Issuance Date”) until this convertible promissory note has been paid in full. This convertible promissory note, including all promissory notes issued in exchange, transfer or replacement hereof, is referred to as this “Note”. This Note is delivered pursuant to the terms of that certain Stock Purchase Agreement (the “SPA”) dated as of the Issuance Date by and among the Holder, the Company and certain other entities thereof for the Company’s purchase of LVD Shares. Certain capitalized terms used herein are defined in Section 21 hereof or the SPA.
 
1.         PAYMENTS OF PRINCIPAL. Subject to the conversion of the Note as described in Section 5, the Principal Amount and accrued Interest outstanding hereunder shall be payable in full to the Holder on the Maturity Date.
 
2.         INTEREST; INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note at the rate of two percent (2%) per annum (the “Interest Rate”). Interest shall be calculated from and include the Issuance Date and shall be calculated on an actual/365-day basis. All unpaid interest and Principal Amount shall be due and payable on the Maturity Date.
 
3.          DEFAULT.
 
(a)          Event of Default. Each of the following events shall constitute an “Event of Default”:
 
(i)          the Company’s bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the by a third party, shall not be dismissed within thirty (30) days of their initiation;
 
 
 
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(ii)          the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their properties, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law; or
 
(iii)          the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days.
     
(b)          Notice of an Event of Default. As soon as possible and in any event within seven (7) days after the Company becomes aware that an Event of Default as set forth in Section 3(a)(ii)-(iv) has occurred and has not been cured, the Company shall notify the Holder in writing of the nature, extent and time of and the facts surrounding such Event of Default, and the action, if any, that the Company proposes to take with respect to such Event of Default.
 
4.          NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not by amendment of its respective Certificate of Incorporation, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.
 
 
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5.         PREPAYMENT; CONVERSION.
 
(a)          Voluntary Prepayment. The Company may prepay the outstanding Principal and accrued but unpaid Interest of this Note at any time before the Maturity Date, in whole or in part, without penalty or prepayment.
 
(b)         Conversion. Upon the Company’s shareholders’ approval of the conversion of this Note (the “Shareholder Approval”), at any time before the Maturity Date, the Holder may convert the unpaid and outstanding Principal plus any accrued and unpaid Interest into shares of the Company’s common stock (the “Common Stock”) at a conversion price (the “Conversion Price”) of $5.59 per share, subject to certain adjustments as set forth in Section 5(d). For clarification purposes, prior to or without the Shareholder Approval, this Note is and shall remain non-convertible and will be due and payable in cash by the Company on the Maturity Date if the Company has not obtained the Shareholder Approval by the Maturity Date.
 
(c)          Mechanics of Conversion.
 
i.           Delivery of Conversion Stock Upon Conversion. Not later than seven (7) Business Days (the “Share Delivery Date”) after receiving a conversion notice substantially in a form attached herein as Exhibit 1, the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Stock or a share report of the Holder reflecting the issuance of Conversion Stock being acquired upon the conversion of this Note, in whole or in part.
 
ii.           Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.
 
(d)          Certain Adjustments.
 
i.           Stock Splits. If the Company, at any time while this Note is outstanding: (i) subdivides outstanding shares of Common Stock into a larger number of shares, (ii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iii) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(d) shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
 
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ii.           Notice of Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 5(d), the Company or the Company shall promptly deliver to each Holder a notice setting forth the new Conversion Price with three (3) Business Days after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to provide such notice shall not constitute an Event of Default.
 
6.           COVENANTS. Until so long as no Principal or accrued but unpaid Interest remains outstanding:
 
(a)          Preservation of Existence. The Company shall maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by the Company or in which the transaction of its business makes such qualification necessary.
 
(b)          Public Filings. The Company shall use its best efforts to maintain its periodic filings required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and keep its Common Stock listed on the Nasdaq Stock Market or another United States stock exchange market.
 
  7.         BENEFICIAL OWNERSHIP. In the event that the Holder’s Beneficial Ownership (as defined below) of the Company’s Common Stock reaches 5.00% or more, as a result of the Conversion or others, the Holder has agreed to coordinate with the Company to file certain disclosure documents as required by Section 13(d) of the 1934 Securities Exchange Act, as amended.  For purposes of this Section 7, the Holder’s Beneficial Ownership shall mean the number of shares of Common Stock beneficially owned by the Holder and its Affiliates, as defined and calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder.  
  
8.            AMENDMENTS. No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved by the Company and the Holder. 
 
9.          RESTRICTIONS ON TRANSFER. This Note may not be offered, sold, assigned or transferred by the Holder without the explicit written consent of the Company, which may be granted or withheld at the sole discretion of the Company.
 
 
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10.          REISSUANCE OF THIS NOTE.
 
(a)          Transfer. If this Note is to be transferred with the Company’s approval as provided in Section 9, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 10(c)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 10(c)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of prepayment or conversion of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
 
(b)          Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 10(c)) representing the outstanding Principal. 
 
(c)          Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 10(a), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest, from the Issuance Date.
 
11.          REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.
 
 
 
5
 
 
 
12.          LEGEND. The Holder understands and agrees that the Conversion Stock upon issuance shall be restrictive and, if represented by a certificate(s), shall bear substantially the following legend until (i) such Conversion Stock shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel acceptable to the Company, such Conversion Stock may be sold in reliance on an available exemption without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
 
13.         CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Terms used in this Note but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
 
14.          FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
 
15.          NOTICES; CURRENCY; PAYMENTS.
 
(a)          Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
 
To the Company:                Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: Rongguo Wei
 
 
6
 
 
 
With another copy
(which shall not constitute
Notice) to:                          Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
Facsimile: 212-930-9725
Attn: Darrin M. Ocasio
 
To Holder:                          Heng Fai Ambrose Chan
7 Temasek Blvd., # 29-01B
Suntec Tower One
Singapore 038987
Attention: Heng Fai Ambrose Chan
 
 (b)          Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars.
  
(c)          Payments. The Company will make all payments of Principal and Interest under this Note by wire transfer of immediately available funds to the bank account specified by the Holder in written notice delivered to the Company on or before the Maturity Date.
 
16.          CANCELLATION. After all Principal, accrued Interest, and other amounts at any time owed on this Note have been paid in full or converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
 
17.          WAIVER OF JURY TRIAL. Each party hereby waives its right to a jury trial in connection with any suit, action or proceeding in connection with any matter relating to this Note.
 
18.          GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law. 
 
19.          ATTORNEY FEES AND COSTS OF COLLECTION. With respect to any dispute relating to this Note, or in the event that a suit, action, arbitration, or other proceeding of any nature whatsoever is instituted to collect the amounts due under the Note or to interpret or enforce the provisions of this Agreement, including, without limitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action, suit, arbitration, or other proceeding seeking a declaration of rights or rescission, the prevailing party will be entitled to recover from the losing party its reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs, and expenses, including costs of collection, actually incurred and reasonably necessary in connection therewith, as determined by the judge or arbitrator at trial, arbitration, or other proceeding, or on any appeal or review, in addition to all other amounts provided by law.
 
 
 
7
 
 
 
20.          MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
 
21.          CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
 
(a)  “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
 
(b)  “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
 
(c)  “Maturity Date” shall mean three (3) years from the Issuance Date.
  
(d)  “Person” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons.
 
(e)  “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
(f)  “Transaction Documents” means, collectively, the Note, the SPA and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, as may be amended from time to time.
 
[signature page follows]
 
 
8
 
 
[SIGNATURE PAGE TO THE CONVERTIBLE PROMISSORY NOTE]
 
IN WITNESS WHEREOF, the Company have caused this Note to be duly executed as of the Issuance Date set out above.
 
 
 
 
COMPANY:
Alset EHome International Inc.
a Delaware corporation
 
By: /s/ Ang Hay Kim                      
Name: Ang Hay Kim
Title: Director
 
 
 
 
 
 
9
 
 
 
EXHIBIT 1
Form of Conversion Notice
 
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: [ ]
 
The undersigned hereby elects to convert certain outstanding amount as set forth below of the Convertible Promissory Note of Alset EHome International Inc., a Delaware corporation (the “Company”), issuance date March [ ], 2021, into shares of common stock (the “Common Stock”) of the Company, according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company and Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
 
The undersigned agrees to comply with the delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.
 
Conversion calculations:
 
Principal Amount of Note to be Converted: $[      ] USD
 
The Amount of Interest of the Note to be Converted: $[      ] USD
Conversion Price per Share after adjustment: $[      ] USD
 
Number of Shares of Common Stock to be Issued upon Conversion: ________
 
Signature:
 
Name (Print):
 
Mailing Address:
Phone number:
Email:
Date:
 
 
10
 
Exhibit 10.4
 
Alset EHome International Inc.
(fka, HF Enterprises Inc.)
 
2% conditional convertible Promissory Note
 
Principal Amount: $6,729,629.29 U.S. Dollars
Issuance Date:  March 12, 2021

 
 

 
FOR VALUE RECEIVED,  (1)    Alset EHome International Inc. (fka, HF Enterprises Inc.), a Delaware company (the “Company”), hereby promise to pay to the order of Heng Fai Ambrose Chan, a Singaporean individual, with his primary residence at 8 Cuscaden Walk, #19-01, Four Seasons Park, Singapore 249692 or his assignee(s) (“Holder”) the amount set out above as the Principal Amount (the “Principal”) when due, in accordance with the terms hereof, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) accrued from the date set out above as the Issuance Date (the “Issuance Date”) until this convertible promissory note has been paid in full. This convertible promissory note, including all promissory notes issued in exchange, transfer or replacement hereof, is referred to as this “Note”. This Note is delivered pursuant to the terms of that certain Stock Purchase Agreement (the “SPA”) dated as of the Issuance Date by and among the Holder, the Company and certain other entities thereof for the Company’s purchase of True Partners Shares. Certain capitalized terms used herein are defined in Section 21 hereof or the SPA.
 
1.          PAYMENTS OF PRINCIPAL. Subject to the conversion of the Note as described in Section 5, the Principal Amount and accrued Interest outstanding hereunder shall be payable in full to the Holder on the Maturity Date.
 
2.           INTEREST; INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note at the rate of two percent (2%) per annum (the “Interest Rate”). Interest shall be calculated from and include the Issuance Date and shall be calculated on an actual/365-day basis. All unpaid interest and Principal Amount shall be due and payable on the Maturity Date.
 
3.            DEFAULT.
 
(a)          Event of Default. Each of the following events shall constitute an “Event of Default”:
 
(i)          the Company’s bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the by a third party, shall not be dismissed within thirty (30) days of their initiation;
 
 
 
1
 
 
 
(ii)          the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their properties, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law; or
 
(iii)          the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days.
     
(b)          Notice of an Event of Default. As soon as possible and in any event within seven (7) days after the Company becomes aware that an Event of Default as set forth in Section 3(a)(ii)-(iv) has occurred and has not been cured, the Company shall notify the Holder in writing of the nature, extent and time of and the facts surrounding such Event of Default, and the action, if any, that the Company proposes to take with respect to such Event of Default.
 
4.          NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not by amendment of its respective Certificate of Incorporation, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.
 
 
2
 
 
 
5.          PREPAYMENT; CONVERSION.
 
(a)          Voluntary Prepayment. The Company may prepay the outstanding Principal and accrued but unpaid Interest of this Note at any time before the Maturity Date, in whole or in part, without penalty or prepayment.
 
(b)         Conversion. Upon the Company’s shareholders’ approval of the conversion of this Note (the “Shareholder Approval”), at any time before the Maturity Date, the Holder may convert the unpaid and outstanding Principal plus any accrued and unpaid Interest into shares of the Company’s common stock (the “Common Stock”) at a conversion price (the “Conversion Price”) of $5.59 per share, subject to certain adjustments as set forth in Section 5(d). For clarification purposes, prior to or without the Shareholder Approval, this Note is and shall remain non-convertible and will be due and payable in cash by the Company on the Maturity Date if the Company has not obtained the Shareholder Approval by the Maturity Date.
 
(c)          Mechanics of Conversion.
 
i.           Delivery of Conversion Stock Upon Conversion. Not later than seven (7) Business Days (the “Share Delivery Date”) after receiving a conversion notice substantially in a form attached herein as Exhibit 1, the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Stock or a share report of the Holder reflecting the issuance of Conversion Stock being acquired upon the conversion of this Note, in whole or in part.
 
ii.          Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.
 
(d)          Certain Adjustments.
 
i.           Stock Splits. If the Company, at any time while this Note is outstanding: (i) subdivides outstanding shares of Common Stock into a larger number of shares, (ii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iii) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(d) shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
 
3
 
 
 
ii.           Notice of Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 5(d), the Company or the Company shall promptly deliver to each Holder a notice setting forth the new Conversion Price with three (3) Business Days after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to provide such notice shall not constitute an Event of Default.
 
6.           COVENANTS. Until so long as no Principal or accrued but unpaid Interest remains outstanding:
 
(a)          Preservation of Existence. The Company shall maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by the Company or in which the transaction of its business makes such qualification necessary.
 
(b)         Public Filings. The Company shall use its best efforts to maintain its periodic filings required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and keep its Common Stock listed on the Nasdaq Stock Market or another United States stock exchange market.
 
  7.          BENEFICIAL OWNERSHIP. In the event that the Holder’s Beneficial Ownership (as defined below) of the Company’s Common Stock reaches 5.00% or more, as a result of the Conversion or others, the Holder has agreed to coordinate with the Company to file certain disclosure documents as required by Section 13(d) of the 1934 Securities Exchange Act, as amended.  For purposes of this Section 7, the Holder’s Beneficial Ownership shall mean the number of shares of Common Stock beneficially owned by the Holder and its Affiliates, as defined and calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder.  
  
8.           AMENDMENTS. No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved by the Company and the Holder. 
 
9.          RESTRICTIONS ON TRANSFER. This Note may not be offered, sold, assigned or transferred by the Holder without the explicit written consent of the Company, which may be granted or withheld at the sole discretion of the Company.
 
 
4
 
 
 
10.          REISSUANCE OF THIS NOTE.
 
(a)          Transfer. If this Note is to be transferred with the Company’s approval as provided in Section 9, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 10(c)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 10(c)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of prepayment or conversion of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
 
(b)          Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 10(c)) representing the outstanding Principal. 
 
(c)          Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 10(a), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest, from the Issuance Date.
 
11.          REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.
 
 
 
5
 
 
 
12.          LEGEND. The Holder understands and agrees that the Conversion Stock upon issuance shall be restrictive and, if represented by a certificate(s), shall bear substantially the following legend until (i) such Conversion Stock shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel acceptable to the Company, such Conversion Stock may be sold in reliance on an available exemption without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
 
13.         CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Terms used in this Note but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
 
14.          FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
 
15.          NOTICES; CURRENCY; PAYMENTS.
 
(a)          Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
 
To the Company:                Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: Rongguo Wei
 
 
6
 
 
 
With another copy
(which shall not constitute
Notice) to:                           Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
Facsimile: 212-930-9725
Attn: Darrin M. Ocasio
 
To Holder:                          Heng Fai Ambrose Chan
7 Temasek Blvd., # 29-01B
Suntec Tower One
Singapore 038987
Attention: Heng Fai Ambrose Chan
 
(b)          Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars.
  
(c)          Payments. The Company will make all payments of Principal and Interest under this Note by wire transfer of immediately available funds to the bank account specified by the Holder in written notice delivered to the Company on or before the Maturity Date.
 
16.        CANCELLATION. After all Principal, accrued Interest, and other amounts at any time owed on this Note have been paid in full or converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
 
17.          WAIVER OF JURY TRIAL. Each party hereby waives its right to a jury trial in connection with any suit, action or proceeding in connection with any matter relating to this Note.
 
18.          GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law. 
 
19.         ATTORNEY FEES AND COSTS OF COLLECTION. With respect to any dispute relating to this Note, or in the event that a suit, action, arbitration, or other proceeding of any nature whatsoever is instituted to collect the amounts due under the Note or to interpret or enforce the provisions of this Agreement, including, without limitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action, suit, arbitration, or other proceeding seeking a declaration of rights or rescission, the prevailing party will be entitled to recover from the losing party its reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs, and expenses, including costs of collection, actually incurred and reasonably necessary in connection therewith, as determined by the judge or arbitrator at trial, arbitration, or other proceeding, or on any appeal or review, in addition to all other amounts provided by law.
 
 
 
7
 
 
 
20.         MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
 
21.          CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
 
(a)  “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
 
(b)  “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
 
(c)  “Maturity Date” shall mean three (3) years from the Issuance Date.
  
(d)  “Person” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons.
 
(e)  “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
(f)  “Transaction Documents” means, collectively, the Note, the SPA and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, as may be amended from time to time.
 
[signature page follows]
 
 
8
 
 
[SIGNATURE PAGE TO THE CONVERTIBLE PROMISSORY NOTE]
 
IN WITNESS WHEREOF, the Company have caused this Note to be duly executed as of the Issuance Date set out above.
 
 
 
 
COMPANY:
Alset EHome International Inc.
a Delaware corporation
 
By: /s/ Ang Hay Kim                       
Name: Ang Hay Kim
Title: Director
 
 
 
 
 
 
9
 
 
 
EXHIBIT 1
Form of Conversion Notice
 
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: [ ]
 
The undersigned hereby elects to convert certain outstanding amount as set forth below of the Convertible Promissory Note of Alset EHome International Inc., a Delaware corporation (the “Company”), issuance date March [ ], 2021, into shares of common stock (the “Common Stock”) of the Company, according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company and Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
 
The undersigned agrees to comply with the delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.
 
Conversion calculations:
 
Principal Amount of Note to be Converted: $[      ] USD
 
The Amount of Interest of the Note to be Converted: $[      ] USD
Conversion Price per Share after adjustment: $[      ] USD
 
Number of Shares of Common Stock to be Issued upon Conversion: ________
 
Signature:
 
Name (Print):
 
Mailing Address:
Phone number:
Email:
Date:
 
 
 
10
 
Exhibit 10.5
 
Alset EHome International Inc.
(fka, HF Enterprises Inc.)
 
2% conditional convertible Promissory Note
 
Principal Amount: $28,653,138.00 U.S. Dollars
Issuance Date:  March 12, 2021

 
 

 
FOR VALUE RECEIVED,  (1)  Alset EHome International Inc. (fka, HF Enterprises Inc.), a Delaware company (the “Company”), hereby promise to pay to the order of Heng Fai Ambrose Chan, a Singaporean individual, with his primary residence at 8 Cuscaden Walk, #19-01, Four Seasons Park, Singapore 249692 or his assignee(s) (“Holder”) the amount set out above as the Principal Amount (the “Principal”) when due, in accordance with the terms hereof, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) accrued from the date set out above as the Issuance Date (the “Issuance Date”) until this convertible promissory note has been paid in full. This convertible promissory note, including all promissory notes issued in exchange, transfer or replacement hereof, is referred to as this “Note”. This Note is delivered pursuant to the terms of that certain Stock Purchase Agreement (the “SPA”) dated as of the Issuance Date by and among the Holder, the Company and certain other entities thereof for the Company’s purchase of APB Shares. Certain capitalized terms used herein are defined in Section 21 hereof or the SPA.
 
1.          PAYMENTS OF PRINCIPAL. Subject to the conversion of the Note as described in Section 5, the Principal Amount and accrued Interest outstanding hereunder shall be payable in full to the Holder on the Maturity Date.
 
2.           INTEREST; INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note at the rate of two percent (2%) per annum (the “Interest Rate”). Interest shall be calculated from and include the Issuance Date and shall be calculated on an actual/365-day basis. All unpaid interest and Principal Amount shall be due and payable on the Maturity Date.
 
3.           DEFAULT.
 
(a)          Event of Default. Each of the following events shall constitute an “Event of Default”:
 
(i)          the Company’s bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the by a third party, shall not be dismissed within thirty (30) days of their initiation;
 
 
 
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(ii)          the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their properties, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law; or
 
(iii)          the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of their property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days.
     
(b)          Notice of an Event of Default. As soon as possible and in any event within seven (7) days after the Company becomes aware that an Event of Default as set forth in Section 3(a)(ii)-(iv) has occurred and has not been cured, the Company shall notify the Holder in writing of the nature, extent and time of and the facts surrounding such Event of Default, and the action, if any, that the Company proposes to take with respect to such Event of Default.
 
4.          NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not by amendment of its respective Certificate of Incorporation, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.
 
 
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5.        PREPAYMENT; CONVERSION.
 
(a)          Voluntary Prepayment. The Company may prepay the outstanding Principal and accrued but unpaid Interest of this Note at any time before the Maturity Date, in whole or in part, without penalty or prepayment.
 
(b)          Conversion. Upon the Company’s shareholders’ approval of the conversion of this Note (the “Shareholder Approval”), at any time before the Maturity Date, the Holder may convert the unpaid and outstanding Principal plus any accrued and unpaid Interest into shares of the Company’s common stock (the “Common Stock”) at a conversion price (the “Conversion Price”) of $5.59 per share, subject to certain adjustments as set forth in Section 5(d). For clarification purposes, prior to or without the Shareholder Approval, this Note is and shall remain non-convertible and will be due and payable in cash by the Company on the Maturity Date if the Company has not obtained the Shareholder Approval by the Maturity Date.
 
(c)          Mechanics of Conversion.
 
i.           Delivery of Conversion Stock Upon Conversion. Not later than seven (7) Business Days (the “Share Delivery Date”) after receiving a conversion notice substantially in a form attached herein as Exhibit 1, the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Stock or a share report of the Holder reflecting the issuance of Conversion Stock being acquired upon the conversion of this Note, in whole or in part.
 
ii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.
 
(d)          Certain Adjustments.
 
i.           Stock Splits. If the Company, at any time while this Note is outstanding: (i) subdivides outstanding shares of Common Stock into a larger number of shares, (ii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iii) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(d) shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
 
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ii.           Notice of Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 5(d), the Company or the Company shall promptly deliver to each Holder a notice setting forth the new Conversion Price with three (3) Business Days after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to provide such notice shall not constitute an Event of Default.
 
6.           COVENANTS. Until so long as no Principal or accrued but unpaid Interest remains outstanding:
 
(a)          Preservation of Existence. The Company shall maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by the Company or in which the transaction of its business makes such qualification necessary.
 
(b)          Public Filings. The Company shall use its best efforts to maintain its periodic filings required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and keep its Common Stock listed on the Nasdaq Stock Market or another United States stock exchange market.
 
  7.          BENEFICIAL OWNERSHIP. In the event that the Holder’s Beneficial Ownership (as defined below) of the Company’s Common Stock reaches 5.00% or more, as a result of the Conversion or others, the Holder has agreed to coordinate with the Company to file certain disclosure documents as required by Section 13(d) of the 1934 Securities Exchange Act, as amended.  For purposes of this Section 7, the Holder’s Beneficial Ownership shall mean the number of shares of Common Stock beneficially owned by the Holder and its Affiliates, as defined and calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder.  
  
8.            AMENDMENTS. No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved by the Company and the Holder. 
 
9.          RESTRICTIONS ON TRANSFER. This Note may not be offered, sold, assigned or transferred by the Holder without the explicit written consent of the Company, which may be granted or withheld at the sole discretion of the Company.
 
 
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10.          REISSUANCE OF THIS NOTE.
 
(a)          Transfer. If this Note is to be transferred with the Company’s approval as provided in Section 9, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 10(c)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 10(c)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of prepayment or conversion of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
 
(b)          Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 10(c)) representing the outstanding Principal. 
 
(c)          Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 10(a), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest, from the Issuance Date.
 
11.          REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.
 
 
 
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12.          LEGEND. The Holder understands and agrees that the Conversion Stock upon issuance shall be restrictive and, if represented by a certificate(s), shall bear substantially the following legend until (i) such Conversion Stock shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel acceptable to the Company, such Conversion Stock may be sold in reliance on an available exemption without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
 
13.          CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Terms used in this Note but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
 
14.          FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
 
15.          NOTICES; CURRENCY; PAYMENTS.
 
(a)          Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
 
To the Company:                Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: Rongguo Wei
 
 
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With another copy
(which shall not constitute
Notice) to:                          Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
Facsimile: 212-930-9725
Attn: Darrin M. Ocasio
 
To Holder:                          Heng Fai Ambrose Chan
7 Temasek Blvd., # 29-01B
Suntec Tower One
Singapore 038987
Attention: Heng Fai Ambrose Chan
 
(b)          Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars.
  
(c)          Payments. The Company will make all payments of Principal and Interest under this Note by wire transfer of immediately available funds to the bank account specified by the Holder in written notice delivered to the Company on or before the Maturity Date.
 
16.        CANCELLATION. After all Principal, accrued Interest, and other amounts at any time owed on this Note have been paid in full or converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
 
17.          WAIVER OF JURY TRIAL. Each party hereby waives its right to a jury trial in connection with any suit, action or proceeding in connection with any matter relating to this Note.
 
18.          GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law. 
 
19.         ATTORNEY FEES AND COSTS OF COLLECTION. With respect to any dispute relating to this Note, or in the event that a suit, action, arbitration, or other proceeding of any nature whatsoever is instituted to collect the amounts due under the Note or to interpret or enforce the provisions of this Agreement, including, without limitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action, suit, arbitration, or other proceeding seeking a declaration of rights or rescission, the prevailing party will be entitled to recover from the losing party its reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs, and expenses, including costs of collection, actually incurred and reasonably necessary in connection therewith, as determined by the judge or arbitrator at trial, arbitration, or other proceeding, or on any appeal or review, in addition to all other amounts provided by law.
 
 
 
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20.          MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
 
21.          CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
 
(a)  “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
 
(b)  “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
 
(c)  “Maturity Date” shall mean three (3) years from the Issuance Date.
  
(d)  “Person” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons.
 
(e)  “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
(f)  “Transaction Documents” means, collectively, the Note, the SPA and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, as may be amended from time to time.
 
[signature page follows]
 
 
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[SIGNATURE PAGE TO THE CONVERTIBLE PROMISSORY NOTE]
 
IN WITNESS WHEREOF, the Company have caused this Note to be duly executed as of the Issuance Date set out above.
 
 
 
 
COMPANY:
Alset EHome International Inc.
a Delaware corporation
 
By: /s/ Ang Hay Kim                      
Name: Ang Hay Kim
Title: Director
 
 
 
 
 
 
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EXHIBIT 1
Form of Conversion Notice
 
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Attn: [ ]
 
The undersigned hereby elects to convert certain outstanding amount as set forth below of the Convertible Promissory Note of Alset EHome International Inc., a Delaware corporation (the “Company”), issuance date March [ ], 2021, into shares of common stock (the “Common Stock”) of the Company, according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company and Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
 
The undersigned agrees to comply with the delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.
 
Conversion calculations:
 
Principal Amount of Note to be Converted: $[      ] USD
 
The Amount of Interest of the Note to be Converted: $[      ] USD
Conversion Price per Share after adjustment: $[      ] USD
 
Number of Shares of Common Stock to be Issued upon Conversion: ________
 
Signature:
 
Name (Print):
 
Mailing Address:
Phone number:
Email:
Date:
 
 
 
10
  Exhibit 99.1
 
Alset EHome International Completes Previously Announced Investments in Alset International, LiquidValue Development, True Partners Capital, and American Pacific Bancorp
 
BETHESDA, MD – March 15, 2021 –  Alset EHome International Inc. (NASDAQ: AEI) (the "Company"), a diversified holding company principally engaged through its subsidiaries in EHome development and digital transformation technology, today announced that it has closed on its previously announced transactions, acquiring warrants to purchase shares in Alset International Limited (“Alset International”), and acquiring shares of LiquidValue Development Pte Ltd ("LVD"), True Partners Capital Holding Limited (HKG: 8657) ("True Partners"), and American Pacific Bancorp Inc. ("APB").
 
“Through these transactions, Alset EHome International has acquired assets that provide a strong foundation for future growth and contribute to building an ecosystem for a sustainable healthy living system,” stated Chan Heng Fai, the Company’s Executive Chairman.
 
Alset International Limited
 
Incorporated in September 2009 and listed on the Singapore Exchange in July 2010, Alset International operates as a global enterprise involved in (i) property development and investments, primarily in the U.S. and Western Australia; (ii) development, research, testing, manufacturing, licensing and distribution of biomedical products; (iii) asset management with a primary focus medical and residential real estate in the US; (iv) direct sales of a growing variety of health and wellness products; and (v) information technology businesses, including blockchain technology. The Company has acquired warrants to purchase 1,500,000,000 shares of Alset International with an exercise price of SGD $0.048 per share. The Company currently owns 57.1% of Alset International. If the Company exercises all of the Alset International warrants acquired in this transaction, the Company’s ownership of Alset International will increase to 76.75%.
 
LiquidValue Development Pte Ltd
 
LVD operates in the asset management field and will be leveraged by the Company to establish an actively managed open-ended exchange-traded fund (“ETF”) in the US focused on disruptive investment opportunities with long-term exponential growth potential. The Company has acquired all of the issued and outstanding stock of LVD.
 
True Partners Capital Holding Limited
 
True Partners operates as a fund management company in the U.S. and Hong Kong. True Partners manages funds and provides managed accounts on a discretionary basis using a proprietary trading platform, offering investment management and consultancy services. True Partners also develops and supports its trading platform and related proprietary software and provides management services for a portfolio of securities and futures contracts. Its fund investors and managed accounts are primarily professional investors, including family offices, pension funds, high-net worth individuals, endowments/foundations, and financial institutions. True Partners was founded in 2010 and is headquartered in Hong Kong. True Partners is currently listed on the Hong Kong Stock Exchange (HKSE), with over USD $1.6 billion assets under management (AUM). The Company has acquired 62,122,908 ordinary shares in True Partners Capital Holding Limited (HKG: 8657). The Company now owns 15.5% of True Partners with an unrealized gain from the acquisition of approximately US$3.28 million based on the closing price of True Partners on the Hong Kong Stock Exchange (HKG: 8657) as of March 12, 2021.
 
 
 
 
American Pacific Bancorp Inc.
 
APB is a bank holding company that invests in commercial banks in the US. APB’s plans include injecting digital banking capabilities into banks to provide global banking services to clients worldwide, increasing profitability. The Company acquired 4,775,523 shares of the Class B common stock of APB, representing approximately 86.4% of the total common stock of APB. The Company plans to leverage APB's infrastructure to capitalize on growing opportunities with Special Purpose Acquisition Companies (SPACs). The Company intends to work with APB to form a synergistic home financing capability that will further support the Company’s long-term business objectives.
 
Consideration
 
The Company has issued four convertible notes to Chan Heng Fai, the seller of these investments, as follows: (i) a convertible note in the amount of $28,363,966.42 for warrants to purchase 1,500,000,000 shares of Alset International; (ii) a convertible note in the amount of $173,394.87 to acquire all of the outstanding capital stock of LVD; (iii) a convertible note in the amount of $6,729,629.29 to acquire 62,122,908 shares of True Partners; and (iv) a convertible note in the amount of $28,653,138 for 4,775,523 Class B shares of APB. Such four notes will only become convertible into shares of the Company’s common stock following the approval of the Company’s shareholders. Subject to such shareholder approval, each note shall be convertible into shares of the Company’s common stock at a conversion price equal to $5.59 per share (equivalent to the average five closing per share prices of the Company’s common stock preceding January 4, 2021). Each convertible note matures in three years and has an interest rate of 2% per annum.
 
About Alset EHome International Inc.
 
Alset EHome International Inc. is a diversified holding company principally engaged through its subsidiaries in EHome development and digital transformation technology with operations in the United States, Singapore, Hong Kong, Australia and South Korea. The Company's vision is to accelerate sustainable healthy living. The Company's mission is to provide a healthy living ecosystem, encompassing housing, transport, energy alternative healthy food and impact health products.
 
For more information, please visit: www.alsetehomeintl.com.
 
Investor Contact:
Dave Gentry, CEO
RedChip Companies Inc.
407-491-4498
Dave@redchip.com
 
 
 
 
Forward-Looking Statement Disclaimer
 
Statements in this press release contain "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will" "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Alset EHome International Inc.'s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled "Risk Factors" in the final prospectus related to its initial public offering filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and Alset EHome International Inc. undertakes no duty to update such information except as required under applicable law.
 
SOURCE: Alset EHome International Inc.