Exhibit
10.1


 


PROMISSORY
NOTE


 


	S$7,395,472
    Singapore Dollars	May
    14, 2021


 


FOR
VALUE RECEIVED, ALSET EHOME INTERNATIONAL INC., a Delaware corporation (the “Borrower”) hereby unconditionally promises
to pay to the order of Chan Heng Fai, a citizen of the Republic of Singapore (the “Noteholder”) the principal amount
of S$7,395,472 (Seven Million Three Hundred Ninety Five Thousand Four Hundred and Seventy Two Singapore dollars) (the “Loan”),
as provided in this Promissory Note (this “Note”).


 


1.       Payment
Dates.


 


(a)       Payment
Date. The unpaid principal amount of the Loan shall be due and payable on May 14, 2022.


 


(b)       Prepayment.
The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal
amount to be prepaid.


 


2.       Interest.


 


(a)       Interest
Rate. There shall be no interest due or owed on this Note.


 


3.       Payment
Mechanics.


 


(a)       Manner
of Payment. All payments of principal shall be made in Singapore dollars no later than 12:00 PM on the date on which such payment
is due. Such payments shall be made by wire transfer of immediately available funds to the Noteholder’s account at a bank specified
by the Noteholder in writing to the Borrower from time to time.


 


4.       Representations
and Warranties. The Borrower represents and warrants to the Noteholder as follows:


 


(a)       Existence.
The Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of Delaware. The
Borrower has the requisite power and authority to own, lease, and operate its property, and to carry on its business.


 


(b)       Compliance
with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the
Borrower, its property, and business.


 


(c)       Power
and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.


 


(d)       Authorization;
Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder
have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered
this Note.


 




    	 



    	 



    

 


5.       Events
of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default”
hereunder:


 


(a)       Failure
to Pay. The Borrower fails to pay any principal amount of the Loan when due.


 


(b)       Breach
of Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein contains an untrue
or misleading statement of a material fact as of the date made.


 


(c)       Bankruptcy;
Insolvency.


 


(i)       The
Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief
for debtors.


 


(ii)       An
involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency,
and such case is not dismissed or vacated within sixty (60) days of its filing.


 


(iii)       The
Borrower makes a general assignment for the benefit of its creditors.


 


(iv)       The
Borrower is unable, or admits in writing its inability, to pay its debts as they become due.


 


(v)       A
case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part
of its assets, and such case is not dismissed or vacated within sixty (60) days of its filing.


 


(d)       Failure
to Give Notice. The Borrower fails to give the notice of Event of Default specified in Section
6.


 


6.       Notice
of Event of Default. As soon as possible after it becomes aware that an Event of Default has occurred, and in any event within
two (2) Business Days, the Borrower shall notify the Noteholder in writing of the nature and extent of such Event of Default and the
action, if any, it has taken or proposes to take with respect to such Event of Default.


 


7.       Remedies.
Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower
declare the outstanding principal amount of the Loan immediately due and payable; provided, however, if an Event of Default
described in Sections 5(c)(i), (iii), or (iv) shall occur, the outstanding principal amount shall become immediately due and payable
without notice, declaration, or other act on the part of the Noteholder.


 


8.       Expenses.
The Borrower shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees, including
the reasonable fees and expenses of counsel, incurred by the Noteholder in connection with the enforcement of the Noteholder’s
rights hereunder.


 




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9.       Notices.
All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x)
deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by
facsimile or e-mail properly addressed (with written acknowledgment from the intended recipient such as “return receipt requested”
function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee or agent of the other party. Notices
hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:


(a)       If
to the Borrower:


 


Alset
EHome International Inc.


4800
Montgomery Lane, Suite 210


Bethesda,
MD 20814


Attn:
Rongguo Wei


 


(b)       If
to the Noteholder:


 


Chan
Heng Fai


7
Temasek Boulevard #29-01B


Suntec
Tower One


Singapore
038987


 


10.       Governing
Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on,
arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with
the laws of the State of Maryland.


 


11.       Disputes.


 


(a)       Submission
to Jurisdiction.


 


(i)       The
Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be
brought in the courts of the State of Maryland sitting in Montgomery County, and in the United States District Court for Maryland, and
(B) submits to the jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the Borrower in any such
action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(ii)       Nothing
in this Section 11(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note against
the Borrower or its properties in the courts of any other jurisdiction.


 


(iii)       Nothing
in this Section 11(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws
of any such jurisdiction.


 


(b)       Venue.
The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter
have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 11(a), and (ii)
the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.


 


(c)       Waiver
of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY,
WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.


 




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12.       Successors
and Assigns. This Note may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability
company, trust, joint venture, association, partnership, unincorporated organization, governmental authority, or other entity.


 


13.       Integration.
This Note constitutes the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes
all previous agreements and understandings, oral or written, with respect thereto.


 


14.       Amendments
and Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower
and the Noteholder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.


 


15.       No
Waiver; Cumulative Remedies. No failure by the Noteholder to exercise and no delay in exercising any right, remedy,
or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers
herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.


 


16.       Severability.
If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.


 


17.       Counterparts.
This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute
an original, but all of which taken together shall constitute a single contract.


 



[Signature
Page Follows]




 







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IN
WITNESS WHEREOF, the Borrower has executed this Note as of May 14, 2021.


 


	 	ALSET
    EHOME INTERNATIONAL INC.
	 	By:	/s/
    Ang Hay Kim                  
	 	Name: 	Ang
    Hay Kim
	 	Title:	Director


 


	ACKNOWLEDGED
    AND ACCEPTED BY: 	 
	 	 
	/s/
    Chan Heng Fai	 
	Chan
    Heng Fai	 


 




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