Exhibit
10.23


 


HWGC
Holdings Limited





Portman
House, 2 Portman Street,





London,
W1H 6DU, UK


 


November
15, 2022


 


HWGG
Capital P.L.C.





Lot
2-15, Labuan Times Square,





Jalan
Merdeka,





87007
Labuan, Malaysia





Attn:
Mr. Mok Lip Bin


 


Shareholders





52200
Kuala Lumpur,





Malaysia





Attn:
Mr. Lim Chun Hoo


 


	Re:	Waiver of Certain
    Closing Conditions


 


Gentlemen:


 


Reference
is made to the Share Exchange Agreement, dated as of July 21, 2022 (the “Agreement”), by and among HWGC Holdings
Limited (the “Company”), HWGG Capital P.L.C. (the “Seller”), and the shareholders of the
Seller listed on Schedule A-1 attached thereto (collectively, the “Shareholders”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.


 


WHEREAS,
pursuant to Section 7.1 of the Agreement, the Closing is conditioned upon the Registration Statement having been declared
effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement having
been issued by the SEC and no proceeding for that purpose having been initiated or threatened by the SEC (the “Registration
Statement Condition”);


 


WHEREAS,
pursuant to Section 7.1 of the Agreement, each party to the Agreement is entitled to waive any of the conditions set forth
under Section 7.1 of the Agreement, including, without limitation, the Registration Statement Condition;


 


WHEREAS,
pursuant to Section 10.7 of the Agreement, any waiver on the part of the Seller and the Shareholder of the agreements of
the Company or conditions to obligations contained in the Agreement shall be valid only if set forth in an instrument in writing
signed by the parties to be bound;


 


WHEREAS,
the Company desires for the Seller and the Shareholders to waive the Company’s compliance with the Registration Statement
Condition; and


 


WHEREAS,
the Seller and the Shareholders desire to waive the Company’s compliance with the Registration Statement Condition.


 


NOW,
THEREFORE, the undersigned do hereby agree as follows:


 


Pursuant
to Section 7.1 of the Agreement, the Seller and the Shareholders hereby irrevocably waive the Company’s compliance
with the Registration Statement Condition.


 


This
waiver letter (the “Waiver”) shall be effective immediately upon the due execution and delivery by the
undersigned. Except for the specific provisions waived or amended herein, the Agreement shall remain in full force and effect
and in accordance with its terms. This Waiver shall be limited solely for the purpose and to the extent expressly set forth herein
and nothing herein expressed or implied shall constitute an amendment, supplement, modification or waiver to any of
other term, provision or condition of the Agreement. 


 






     


     


    

 


The
undersigned acknowledge and agree that the Closing Date shall be the date that this Waiver is executed by all the parties hereto.


 


The
undersigned further acknowledge and agree that this Waiver is a valid and binding obligation
and is enforceable in accordance with its terms.


 


Section
10.3 (Severability), Section 10.10 (Governing Law; Jurisdiction), Section10.11 (Waiver of Jury Trial) and Section 10.12 (Counterparts)
of the Agreement are incorporated herein by reference and shall apply to this Waiver, mutatis mutandis.


 


[Signature
page follows]


 




     


     


    

 


IN
WITNESS WHEREOF, this Waiver has been executed as of the date first written above.


 


	 	HWGC
    Holdings Limited
	 	 
	 	By:	/s/ Leong
    Yee Ming
	 	Name: LEONG
    YEE MING 
	 	Title:  DIRECTOR


 


Agreed
to and Acknowledged by:


 


	HWGG CAPITAL P.L.C
	By:	/s/ Mok Lip Bin	 
	Name: MOK LIP BIN 
	Title: DIRECTOR 
	 	 	 
	By:	/s/ Lim Chun Hoo	 
	Name: LIM CHUN HOO
	 	 	 
	By:	/s/ Dato’ Lim Ooi Hong	 
	Name: DATO’ LIM OOI HONG
	 	 	 
	By:	/s/ Sit Lai Wan	 
	Name: MARVEL THEME PARK CITY SDN
    BHD
	Title:  
	 	 	 
	By:	/s/ Lee Kian Keow	 
	Name: LEE KIAN KEOW
	 	 	 
	By:	/s/ Tai Thong Ming	 
	Name: TAI THONG MING
	 	 	 
	By:	/s/ Lim Wee Kiat	 
	Name: LIM WEE KIAT



 

[Signature
page to Waiver Letter]

 






     


     


    

 


	By:	/s/ Liew Jenn Lim	 
	Name: LIEW JENN LIM


 


	By:	/s/ Mok Lip Bin	 
	Name: MOK LIP BIN
	 	 	 
	By:	/s/ Datuk Teo Tiew	 
	Name: DATUK TEO TIEW
	 	 	 
	By:	/s/ Lim Chun Yen	 
	Name: LIM CHUN YEN
	 	 	 
	By:	/s/ Tan Kok Leong	 
	Name: TAN KOK LEONG
	 	 	 
	By:	/s/ Leong Yee Ming	 
	Name: LEONG YEE MING
	 	 	 
	By:	/s/ Yew Hoo Yong	 
	Name: YEW HOO YONG
	 	 	 
	By:	/s/ Dato’ Lim Ooi Hong	 
	Name: ANJURAN STABIL SDN BHD
	Title:  







 


[Signature
page to Waiver Letter]