HWH International Inc. (NASDAQ: HWH), a Nevada corporation, having its principal office at 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814 (hereinafter referred to as the “Buyer”); and 

In accordance with the terms and conditions set forth herein, the Buyer intends to acquire 100% of the outstanding shares of the Target, with the Seller agreeing to sell its entire 99.55% holding in the Target, valued at approximately US$19,910,603 (the “Acquisition”). The remaining 0.45% of the Target’s shares held by minority shareholders shall be acquired by the Buyer through appropriate corporate action, which may include a statutory merger or other legally permissible mechanisms under Delaware General Corporation Law (DGCL). The transaction is subject to the approval of the Target’s shareholders as per DGCL and compliance with the regulatory requirements, where applicable.

As consideration for the Acquisition, the Buyer agrees to issue to the Seller a Convertible Promissory Note (defined below) in the amount of US$19,910,603, which shall be convertible into such number of newly issued common shares of the Buyer, at US$1.85 per share (the “Conversion Rate”), in accordance with the terms and conditions set forth herein.

The transactions contemplated hereby involve related parties. The Seller and its subsidiaries collectively are a significant shareholder of the Buyer, owning approximately 78.20% of the issued and outstanding shares in the Buyer.

The Target currently owns approximately 45.69% of Value Exchange International Inc. (VEII). The Target has outstanding convertible note agreements with VEII that, when converted in full, will result in the Target owning approximately 76.22% of the total issued and outstanding shares of VEII, assuming a VEII price per share of US$0.006 (as per the closing price as of November 10, 2025).

The Buyer wishes to acquire 100% ownership of the Target, with the Seller selling its entire 99.55% holding, and through appropriate corporate action to acquire the remaining shares held by minority shareholders.

The consideration should be satisfied through the issuance of a convertible promissory note (the “Convertible Promissory Note”) from the Buyer. The salient terms of the Convertible Promissory Note are as follows:

Principal Amount: US$19,910,603

Interest Rate: One percent (1%)

Term: Five (5) years from the date of signing this Term Sheet Conversion Rate: US$1.85

Automatic Conversion: The Parties agree that on the fifth (5^th) anniversary of the date of signing this Term Sheet (the “Maturity Date”), the outstanding principal and accrued interest payable thereon (if any) shall automatically be converted into the Buyer’s shares of common stocks (the “HWH Shares”) at the Conversion Rate. Upon conversion, the Buyer shall issue and deliver to the Seller the HWH Shares equal to the outstanding principal and accrued interest divided by the Conversion Rate.

Prepayment: The Buyer shall have the right to prepay all or any portion of the principal and accrued interest, without premium or penalty, upon ten- (10)-day written notice to the Seller.

The Buyer intends to acquire the remaining 0.45% of the outstanding shares in the Target held by minority shareholders through compulsory acquisition via short-form merger. Upon acquiring 99.55% of the outstanding shares of the Target, the Buyer shall effect a short-form merger, resulting in the automatic acquisition of the remaining 0.45% shares without requiring minority shareholder approval. Minority shareholders shall receive fair value consideration, subject to their statutory appraisal rights under DGCL.

The transactions contemplated hereby are subject to compliance with DGCL, Securities and Exchange Commission (SEC) regulations and NASDAQ listing requirements in connection with the compulsory acquisition.

The Seller represents and warrants to the Buyer that:

The Buyer represents and warrants to the Seller that:

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

Each provision of this Term Sheet is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality, validity, or enforceability of the remainder of this Term Sheet.

This Term Sheet shall be legally binding.

This Term Sheet will automatically terminate and be of no further force and effect upon mutual written consent of the Parties.

The closing of the Acquisition is subject to the following conditions, where applicable:

The Parties will enter into a definitive agreement reflecting the terms set forth herein (the “Definitive Agreement”) for this Acquisition as soon as practicable and in any event, no later than six (6) months from the date of the execution of this Term Sheet.

All costs and expenses incurred by engaging an independent valuation firm to conduct the Fairness Opinion on the Target shall be borne by the Buyer.

Each Party shall be responsible for its respective costs and expenses in relation to the preparation of this Term Sheet and the Definitive Agreement.

This Term Sheet and any amendments, if any, may be executed in counterparts (including by facsimile), each of which shall be an original with the same effect as if the signatures thereto and hereto were part of the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties.

This Term Sheet shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

The Parties agree that any dispute, controversy, or claim arising out of or relating to this Term Sheet, including its formation, interpretation, performance, or termination, shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. The Parties irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on venue, inconvenient forum, or lack of jurisdiction.