Exhibit
10.4


 


AGREEMENT
TO TERMINATE 


STOCK
PURCHASE AGREEMENT


 


Effective
as of February 28, 2022 (the “Effective Date”), DSS, Inc. (the “Buyer”), and Alset EHome International
Inc. (the “Seller”) enter into and agree as provided in this Agreement to Terminate Stock Purchase Agreement (the “Termination
Agreement”).


 


RECITALS:


 


		A.	Buyer
                                            and Seller are parties to a Stock Purchase Agreement dated into January 18, 2022 (the “Purchase
                                            Agreement”) wherein the Buyer was to purchase 100% of the common stock of True Partner
                                            International (the “True Partner International Common Stock”) and 62,122,908
                                            shares of stock HK$0.01 par value per share of True Partner International Limited (“True
                                            Partner”) in exchange for 11,397,080 shares of common stock $0.02 par value per share
                                            of the Buyer (“DSS Common Stock”). 
	 	 	 
		B.	The
                                            parties now desire to terminate the Purchase Agreement as provided in this Termination Agreement.



 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree
as follows:


 


		1.	Termination.
                                                                                                                                                                                                                                           The Purchase Agreement and each of its terms and provisions will in all respects terminate, be canceled and have no further force or
                                                                                                                                                                                                                                           effect from and after the Effective Date.
	 	 	 
		2.	No
                                            Further Obligations. From and after the Effective Date, no party to the
                                            Purchase Agreement will have any further obligation under, as a result of or in connection
                                            with the Purchase Agreement, and each party to this Termination Agreement releases each of
                                            the other parties from any such obligation.
	 	 	 
		3.	Miscellaneous.
                                                                                                                                                                                                                                           This Termination Agreement (i) will be binding upon the parties and their respective successors and assigns; (ii) may not be
                                                                                                                                                                                                                                           modified or amended except by a written instrument signed by each party against whom enforcement of the modification or amendment is
                                                                                                                                                                                                                                           sought; (iii) may be executed in any number of counterparts, and by any party on a separate counterpart, all of which together will
                                                                                                                                                                                                                                           constitute one and the same instrument.  A signed counterpart of this Agreement faxed, or scanned and emailed, by a party to
                                                                                                                                                                                                                                           another party will constitute delivery by the sending party to the recipient party, may be treated by the recipient party as an
                                                                                                                                                                                                                                           original, and will be admissible as evidence of such signed and delivered counterpart.



 


Executed
as of the date first written above.


 


	DSS,
    Inc.	 	Alset
    EHome International, Inc. 
	 	 	 	 	 
	By:
    	/s/
    Frank D. Heuszel	 	By:	/s/
    Alan Lui
	 	Frank
    D. Heuszel	 	 	Alan
    Lui 
	 	Chief
    Executive Officer	 	 	Co-Chief
    Financial Officer