HWH International Inc. (“HWH”), a company incorporated in Nevada, United States, and listed on the Nasdaq Capital Market (Ticker: HWH), with its registered address at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814; and

Smart Dynamics Technology Limited (the “Subscriber”), a company incorporated in the British Virgin Islands (BVI Company Number: 2182290), with its registered address at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110. The Subscriber is wholly owned by Value Crepuscular Limited, a company incorporated in the British Virgin Islands (“Value Crepuscular”). Value Crepuscular is beneficially owned as to 50% by Mr. Liu Ming Hui and 50% by Prof. Liu Mingxing.

The Parties propose to effect the following two concurrent transactions:

Transaction 1 – Management Compensation:

HWH proposes to issue 2,000,000 shares of HWH Common Stock to certain officers, directors, other management, employees and certain other individuals who have provided services to HWH from time to time as non-cash bonus compensation for services rendered, subject to a 12-month lock-up; and

Transaction 2 – PIPE and Warrants:

The Subscriber proposes to subscribe for 20,000,000 shares of HWH Common Stock and 160,000,000 warrants exercisable at USD 0.63 per Warrant Share, for a purchase price of USD $0.50 per share, for a total investment of Ten Million US Dollars (USD $10,000,000.00).

Both transactions described above are subject to the Conditions Precedent set out herein and are intended to be implemented concurrently.

The Parties hereby agree that the completion of Transaction 1 shall not be a condition precedent to Transaction 2.

Transaction 1: Compensation

HWH.

An aggregate of 2,000,000 shares of HWH Common Stock (the “Bonus Compensation Shares”) to be issued to certain officers, directors, other management, employees and certain other individuals who have provided services to HWH as non-cash bonus compensation for services rendered.

No cash consideration payable by recipients. Shares are issued solely as non-cash bonus compensation.

Specific allocation among eligible recipients to be determined at the sole discretion of HWH’s Board of Directors and the appropriate committee of such Board.

For 12 months from the date of issuance, such shares shall be subject to a lock-up (the “Lock-Up Period”). During the Lock-Up Period, recipients shall not sell, transfer, pledge, encumber or otherwise dispose of any Bonus Compensation Shares. Each recipient shall, as a condition of issuance, execute a lock-up agreement in favour of HWH in such form as the Board shall determine.

The Bonus Compensation Shares shall, upon issuance, rank pari passu with all existing shares of HWH Common Stock.

HWH and the Subscriber.

Ten Million US Dollars (USD $10,000,000.00) (the “PIPE Investment”).

USD $0.50 per share of HWH Common Stock.

20,000,000 shares of HWH Common Stock (the “PIPE Shares”), being the PIPE Investment divided by the Subscription Price.

The PIPE Shares shall, upon issuance, rank pari passu with all existing shares of HWH Common Stock.

The PIPE Investment shall be paid by the Subscriber to HWH via wire transfer to HWH’s designated bank account on or before the closing date of the PIPE.

HWH and the Subscriber.

Concurrent with the closing of the PIPE, HWH shall issue to the Subscriber 160,000,000 warrants (the “Warrants”), being 8 Warrants for every 1 PIPE Share subscribed. The Subscriber may transfer the Warrants or any portion thereof, subject to U.S. state and federal securities laws, and the regulations of the Nasdaq or any other exchange on which the Company’s securities may be listed at such time.

USD $0.63 per Warrant Share (approximately 26% above the PIPE Subscription Price of USD 0.50 per share), subject to standard anti-dilution adjustment for stock splits, stock dividends, with the full provisions thereof to be set forth in the Definitive Agreement.

48 months from the date of issuance. The Warrants shall automatically lapse and be of no further force and effect after the Expiry Date.

The Warrants shall be exercisable in whole or in part at any time prior to expiration. No fractional shares shall be issued upon exercise.

USD $100,800,000.00 (being 160,000,000 Warrants × USD $0.63 per Warrant Share), if exercised in full.

Upon issuance, rank pari passu with all existing shares of HWH Common Stock. HWH shall reserve sufficient authorized shares to cover the full exercise of all Warrants at all times during the term.

Registration Rights:

Anti-Dilution & Issuance Restrictions:

From the Closing date, for a period of two years, provided the Subscriber continues to beneficially own at least a majority of the Company’s common stock (such period, the “Anti-Dilution Period”), the Company shall not, without the prior written consent of the Subscriber, authorize, issue, or sell any equity securities or securities convertible or exercisable into equity of the Company. This restriction shall not apply to the Management Compensation set forth herein or to any warrant, option or other right to receive shares existing as of the date of the Closing. In the event of any sale of HWH’s securities during the Anti-Dilution Period to investors, pursuant to any public or private offering, the Investor shall be entitled to participate in such sale of securities on the same terms as any other investors, in proportion to ownership percentage of the shares of HWH’s common stock following the Closing.

Board Appointment:

Upon the Closing, the Subscriber shall have the irrevocable right to appoint three directors to the Board of Directors of HWH, subject to applicable law and the regulations of the Nasdaq, including but not limited to the Nasdaq’s requirements regarding the independence of directors serving on certain committees of the Board of Directors. This right shall remain in full force and effect, and shall not terminate, unless and until the Subscriber ceases to beneficially own a majority of HWH’s issued and outstanding common stock.

The completion of all transactions contemplated herein is subject to the following approvals and clearances being obtained:

Approval by the Board of Directors of HWH for each of the transactions contemplated herein.

The shareholders of HWH holding a majority of HWH’s issued and outstanding common stock shall have approved, either by written consent or at an annual or special meeting, each of (i) the Pipe Investment; and (ii) an increase in the number of shares approved for issuance pursuant to HWH’s 2025 Incentive Compensation Plan, in each case as required pursuant to the applicable Nasdaq Listing Rules.

The closing of the transactions contemplated hereby, including the Bonus Compensation Shares, PIPE Shares, and Warrant Shares, shall be subject to HWH receiving no objection from the Nasdaq.

HWH shall file a Form 8-K within four (4) business days of execution of this Term Sheet, and such other filings as may be required under applicable U.S. securities laws.

All other regulatory approvals, consents, permits and clearances required under applicable law or regulation in connection with the transactions contemplated herein, if any.

In addition to the Approvals set out above, completion of the transactions herein is conditional upon satisfaction (or waiver, where applicable) of the following:

Execution of all ancillary transaction documents, including Lock-Up Deeds (for Bonus Compensation Share recipients) and the Warrant Agreement;

No law, injunction, or order prohibiting the completion of any transaction being in force;

The representations and warranties of each Party remaining true and accurate in all material respects as at the date of closing; and

HWH represents and warrants:

(i) HWH is duly incorporated and validly existing under the laws of Nevada, USA; (ii) execution of this Term Sheet does not violate any applicable law, HWH’s Articles of Incorporation, Bylaws, or any material contract; (iii) this Term Sheet constitutes a legal, valid and binding obligation of HWH; (iv) the Bonus Compensation Shares, PIPE Shares and Warrant Shares, when issued, will be validly issued, fully paid and non-assessable, free from all liens and encumbrances; (v) all SEC filings of HWH are complete and accurate in all material respects, with no material undisclosed liabilities and (vi) there is no pending or threatened legal proceeding that would prevent completion of the transactions herein or result in a Material Adverse Effect.

Smart Dynamics Technology Limited (the “Subscriber”) represents and warrants:

(i) the Subscriber is duly incorporated and validly existing under the laws of the British Virgin Islands; (ii) the Subscriber has requisite power and authority to execute this Term Sheet and consummate Transaction 2 set forth herein; (iii) execution of this Term Sheet does not violate any applicable law or material contract; (iv) this Term Sheet constitutes a legal, valid and binding obligation of the Subscriber; (v) there is no pending or threatened proceeding that would prevent completion of Transaction 2 or the Warrants; (vi) the Subscriber is a sophisticated investor acquiring the PIPE Shares and Warrants for its own account for investment purposes only, and has conducted its own due diligence and has sufficient financial resources to meet its obligations under this Term Sheet; and (v) the Subscriber has completed such due diligence regarding HWH as the Subscriber deems necessary and proper.

Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party hereto and their respective directors, officers, employees, agents and advisers (the “Indemnified Parties”) from and against any and all losses, damages, costs, expenses and liabilities (including reasonable legal fees) (“Losses”) arising out of or in connection with: (i) any material breach by the Indemnifying Party of its representations, warranties, covenants or obligations under this Term Sheet or the Definitive Agreement; or (ii) any willful misconduct, fraud or gross negligence of the Indemnifying Party or its directors, officers, employees or agents.

Each Party’s liability under this indemnity shall be limited to direct Losses only. No Party shall be liable to any other Party for any indirect, special, consequential or punitive damages, howsoever arising.

The indemnity obligations under this clause shall survive the termination of this Term Sheet and the execution of the Definitive Agreement.