Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT


 


AGREEMENT
(this “Agreement”) dated October 17, 2022, by and between Chan Heng Fai, with an address c/o Alset International
Limited at 7 Temasek Boulevard, #29-01B Suntec Tower 1, Singapore 038987 (the “Seller”), and GigWorld Inc., a Delaware
corporation located at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (the “Buyer”). Buyer and the Seller are
sometimes hereinafter collectively referred to as the “Parties”.


 


WHEREAS,
Seller is the legal and beneficial owner of certain shares of the Common Stock, par value $0.00001 per share of Value Exchange International,
Inc., a Nevada corporation with a principal place of business at Unit 602, Block B, 6 Floor, Shatin Industrial Centre, 5-7 Yuen Shun
Circuit, Shatin, N.T., Hong Kong (the “Company”), and for good and valuable consideration, Seller desires to transfer
and sell to Buyer all right, title and interest in Seven Million Two Hundred Seventy Six Thousand One Hundred and Sixty-Three (7,276,163)
shares of the Company’s Common Stock (referred to herein as the “Common Stock”) and Buyer desires to purchase
all such right, title and interest in such shares of Common Stock (the “Sale”);


 


NOW
THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:


 


1. Sale
of Common Stock.


 


(a) Shares
to be Acquired. At the Closing, and upon the terms and subject to the conditions of this Agreement, and upon the
representations, warranties and covenants herein made, the Seller shall transfer and sell to Buyer, and Buyer agrees to purchase
from the Seller, an aggregate amount of Seven Million Two Hundred Seventy-Six Thousand One Hundred and Sixty-Three
(7,276,163) shares of Common Stock (the “Shares”), for the Purchase Price hereinafter set forth.


 


(b)
Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, upon the representations, warranties
and covenants made herein, and in exchange for the Shares, the Buyer hereby agrees to deliver to the Seller at the Closing an amount
equal to (i) One Million Seven Hundred Thirty-Three Thousand Seventy-Nine U.S. Dollars and Twelve Cents ($1,733,079.12) for Seven
Million Two Hundred and Twenty-One Thousand One Hundred and Sixty-Three (7,221,163) Shares, representing a price of $.24 per share; (ii)
Two Thousand Three Hundred and Fourteen U.S. Dollars ($2,314) for Ten Thousand (10,000) Shares, representing a price of $.2314 per share;
(iii) Five Thousand and Fifteen U.S. Dollars ($5,015) for Twenty-five Thousand (25,000) Shares, representing a price of $.2006 per share;
and (iv) Three Thousand Three Hundred and Twenty-Six U.S. Dollars ($3,326) for Twenty Thousand (20,000) Shares, representing a price
of $.1663 per share; which amounts shall collectively equal an aggregate purchase price to be paid hereunder of One Million Seven
Hundred Forty-Three Thousand Seven Hundred and Thirty Four U.S. Dollars and Twelve Cents ($1,743,734.12), in immediately available
funds (the “Purchase Price”), which funds shall be delivered to the Seller pursuant to the Seller’s payment
instructions attached as Exhibit A hereto (the “Payment Instructions”).


 


2. Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer, which representations and warranties shall survive
the Closing, the following:


 


(a) The
Shares are wholly-owned by Seller free and clear of all liens, agreements, security interests, claims, charges and encumbrances of any
kind and nature and no third party holds any right or interest (beneficial or otherwise) in the Shares. The Shares are not subject to
any restrictions, directly or indirectly, with respect to their transferability or any other restrictions.


 




    	 



     


    

 


(b) In
determining whether to make this sale, Seller has relied solely on Seller’s own knowledge and understanding of the Company and
its business based upon Seller’s own due diligence investigation. Seller understands that no person has been authorized to give
any information or to make any representations and Seller has not relied on any other representations or information in making its decision,
whether written or oral, relating to the Company, its operations and/or its prospects.


 


(c) This
Agreement is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has full power
and authority to enter into and consummate this Agreement and sell the Shares, the consent of no other party or entity is necessary for
the consummation of the transactions contemplated herein. The execution, delivery and performance by Seller of this Agreement will not
result in any willful violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default
under, any provision of state or federal law to which Seller is subject, any mortgage, indenture, agreement, document, instrument, judgment,
decree, order, rule or regulation, or other restriction to which Seller is a party or by which Seller may be bound, or result in the
creation of any lien upon any of the properties or assets of Seller pursuant to any such term, or result in the suspension, revocation,
impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to Seller or any of Seller’s
respective assets or properties.


 


3. Representations
and Warranties of Buyer. The Buyer hereby represents and warrants to Seller, which representations and warranties shall survive
the Closing, the following:


 


 (a) Buyer
has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and
instruments to be executed by Buyer in connection with or pursuant to this Agreement. Upon execution and delivery by Buyer at the Closing,
this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of
creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity).


 


(b) The
Buyer understands that no United States federal or state agency, or similar agency of any other country, has passed upon or made any
recommendation or endorsement of the Company, Seller or the Shares.


 


(c) Buyer
is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able
to bear the economic risk of his investment in the Shares for an indefinite period of time because the Shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available.


 




    	2



     


    

 


(d) Buyer
did not learn of the investment in the Shares as a result of any public advertising or general solicitation, and is not aware of any
public advertisement or general solicitation in respect of the Company or its securities.


 


(e)
Buyer acknowledges and understands the Shares are being offered in a transaction not involving a public offering within the meaning of
the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future, in accordance with the terms
of this Agreement, Buyer decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged
or otherwise transferred only: (i) pursuant to an effective registration statement filed under the Securities Act, (ii) pursuant to an
exemption from registration under Rule 144 promulgated thereunder (“Rule 144”), if available, or (iii) pursuant to
any available other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Buyer agrees that if any assignment, disposition, transfer, pledge of or similar
action with respect to its Shares or any interest therein is proposed to be made by Buyer or its affiliates, as a condition precedent
to any such action, Buyer shall be required to deliver to the Company an opinion of counsel satisfactory to the Company that such action
does not violate the Securities Act or the rules and regulations promulgated thereunder. Absent registration or an available exemption
from registration, Buyer agrees that it will not take any such action with respect to the Shares.


 


(f) In
determining whether to make this investment, Buyer has relied solely on Buyer’s own knowledge and understanding of the Company
and its business based upon Buyer’s own due diligence investigation. Buyer understands that no person has been authorized to give
any information or to make any representations and Buyer has not relied on any other representations or information in making its investment
decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


(g) Buyer
has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Buyer
must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the
Securities Act; or (ii) an exemption from registration is available with respect to such sale. Buyer is able to bear the economic risks
of an investment in the Shares and to afford a complete loss of Buyer’s investment in the Shares.


 


(h)
Buyer acknowledges and agrees that it will not resell the Shares except pursuant to a registration under the Securities Act or pursuant
to an available exemption from registration. Buyer is aware that the Shares will bear substantially the following legend:





 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT
OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 






    	3



     


    

 


(i) The
execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision
of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party
or by which Buyer is in any way bound or obligated.


 


(j) Buyer
has carefully considered and has discussed with the Buyer’s professional legal, tax, accounting and financial advisors, to the
extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the
Buyer’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the
transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer relies solely on such advisors and not on
any statements or representations of the Company, Seller or any of its agents. Buyer understands that Buyer (and not the Seller) shall
be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by
this Agreement.


 


(k) No
governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Buyer in
connection with the transactions contemplated by this Agreement.


 


4. Closing.


 


(a) Time;
Place; Outcome. The closing of the Sale of the Shares (the “Closing”) will take place on the date mutually agreed
upon by both Buyer and Seller, but in any event no later than Fifteen (15) days from the date hereof, unless mutually agreed to a later
date by both Parties. At the Closing, Seller shall transfer to Buyer clear and marketable title to the Shares, free and clear of any
and all liens, claims, encumbrances and adverse interests of any kind (other than as provided in Section 3 above), by instructing the
Company to register the Shares in the name of the Buyer and executing and delivering the instructions to the Company in the form attached
hereto as Exhibit B, and Buyer shall deliver the funds representing the Purchase Price to Seller pursuant to the Payment Instructions.


 




    	4



     


    

 


(b) Conditions
Precedent to Buyer’s Obligations. The obligations of the Buyer at the Closing shall be subject to the satisfaction on or prior
to the Closing of the following conditions precedent, any one or more of which may be waived by the Buyer:


 


(i) Representations
and Warranties. The representations and warranties by Seller in Section 2 hereof shall be true and accurate on and as of the Closing.


 


(ii) Performance.
Seller shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident
to the transactions contemplated by this Agreement required to be performed or complied with by them prior to or at the Closing.


 


(iii) Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents
and instruments incident to such transactions shall be presented and delivered to the Buyer, shall be satisfactory in substance and form
to the Buyer or his counsel, and the Buyer or his counsel shall have received all such counterpart originals (or certified or other copies)
of such documents as they may reasonably request.


 


(iv) Consents.
Seller shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate
for consummation of the transaction and sale of the Shares.


 


(c) Conditions
Precedent to Seller’ Obligations. The obligations of the Seller at Closing shall be subject to the satisfaction, on or prior
to the Closing, of the following conditions precedent, any one or more of which may be waived by the Seller.


 


(i) Representations
and Warranties. The representations and warranties of the Buyer in Section 3 hereof shall be true and accurate on and as of the Closing.


 


(ii) Performance.
The Buyer shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident
to the transactions contemplated by this Agreement required to be performed or complied with by him prior to or at the Closing.


 


(iii) Consents;
Authorizations. The Buyer shall have secured all permits, consents and authorizations, if any, that shall be necessary or required
lawfully to consummate this Agreement.


 


(iv) Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents
and instruments incident to such transactions shall be satisfactory in substance and form to Seller or their counsel, and Seller or their
counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.


 




    	5



     


    

 


(d) At
any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments,
conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the
transactions contemplated by this Agreement.


 


5. Miscellaneous.


 


(a) Entire
Agreement. This Agreement contains the entire understanding of the Parties and supersedes all previous verbal and written agreements.
There are no other agreements, representations, or warranties set forth herein.


 


(b) Notices.
All notices or other documents under this Agreement shall be in writing and delivered in person or mailed by certified mail, postage
prepaid, addressed to the Parties at the addresses first above written, on any new address designated in like manner by any party hereto.


 


(c) Waiver.
No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall
constitute a waiver of that or any other right, unless otherwise expressly provided herein.


 


(d) Survival
of Agreements. All agreements, covenants, representations and warranties contained herein or made in writing in connection with the
transactions contemplated hereby shall survive the execution and delivery of this Agreement.


 


(e) Events
of Termination. Anything herein or elsewhere to contrary notwithstanding, this Agreement may be terminated by written notice of termination
at any time before the purchase of the Shares by mutual written consent of the Parties.


 


(f) Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Maryland. Parties submits to the
jurisdiction of any state or federal court sitting in Montgomery County, Maryland, in any action or proceeding arising out of or relating
to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each
Party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each Party waives
any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security
that might be required of any other Party with respect thereto.


 


(g) Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and their respective successors
and assigns.


 


(h) Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


 


(i) Headings.
The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.


 




    	6



     


    

 


IN
WITNESS WHEREOF, the undersigned parties have executed this Agreement effective on the date and year first above written.


 


	 	SELLER:
	 	 	 
	 	/s/ Chan Heng Fai
	 	Name:	Chan
    Heng Fai
	 	 	 
	 	BUYER:
	 	 	 
	 	GigWorld
    Inc.
	 	 	 
	 	/s/ Lui Wai Leung, Alan
	 	Name:
    	Lui
    Wai Leung, Alan
	 	Title:
    	Chief
    Financial Officer


 




    	7