Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

January 17, 2024

Date of Report (Date of Earliest event reported)

SHARING SERVICES GLOBAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada

000-55997

30-0869786

(State or other Jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5200 Tennyson Parkway, Suite 400, Plano, Texas 75024

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(469)-304-9400

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange in which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (/Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Sharing Services Global Corporation, (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Form 8-K/A”) to amend the Company’s Current Report on Form 8-K filed on June 27, 2024 (the “Original Form 8-K”) to file a series of Material Definitive Agreements set forth in Item 1.01 and incorporated by reference in Items 2.03 and 3.02. This Form 8-K/A is filed to amend a clerical error contained in the paragraph pertaining to the note entered into on May 9, 2024, between the Company and HWH. On the Original Form 8-K it was reported that the May HWH Convertible Note was convertible into 208,333,333 shares of Common Stock, this Form 8-K/A amends this figure to 125,000,000 shares of Common Stock. Additionally, the Company corrects an additional typographical error to amend the previous statement on the Original Form 8-K of “(i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000 to 125,000,000” to “(i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000,000 to 125,000,000”.

Item 1.01. Entry into a Material Definitive Agreement.

On January 17, 2024, Sharing Services Global Corporation (the “Company”) issued and sold a convertible promissory note to Alset Inc., a Texas corporation (“Alset”) in an aggregate principal amount of $250,000, for a purchase price of $250,000 (the “Alset Note”). The Alset Note bears interest at 10% per annum, paid quarterly in cash or at the option of the holder, shares of common stock of the Company (the “Common Stock”). The Alset Note contains an origination fee of $20,000 payable in cash or at the option of the holder may be convertible into shares of Common Stock upon the maturity date. The maturity date and related accrued interest is the earliest of (i) six months from the date of issuance; (ii) the acceleration of the Alset Note upon an occurrence of an event of default (as defined in the Alset Note); (iii) the third business day after the holder has delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company’s successful listing on The Nasdaq Stock Market LLC. Alset may, at its option, at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On March 18, 2024, the Company entered into a securities purchase agreement (the “March HWH SPA”) with HWH International Inc., a Delaware corporation (“HWH”), pursuant to which the Company issued and sold to HWH (i) a convertible promissory note (the “March HWH Note”) in an aggregate principal amount of $250,000, convertible into 208,333,333 shares of Common Stock and (ii) a warrant (the “March HWH Warrant”) exercisable into up to 208,333,333 shares of Common Stock for an aggregate purchase price of $250,000. The exercise price of the March HWH Warrant is $0.0012 and expires five years from the date of issuance. The March HWH Note bears interest at 6% per annum and has a commitment fee of $15,000. The March HWH Note, together with any accrued interest reduced by any unamortized prepaid interest shall, at the discretion of HWH, shall either be repaid in cash and/or converted into shares of Common Stock at a conversion rate of $0.0012 per share; due and payable in full on the earliest of: (i) the third anniversary of the March HWH Note; (ii) the acceleration of the March HWH Note upon the occurrence of an event of default (as defined in the March HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the March HWH Note. HWH may, at its option, at any time during the term of the March HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On May 9, 2024, the Company entered into a securities purchase agreement (the “May HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “May HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The May HWH Note bears interest at 8% per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible into 125,000,000 shares of Common Stock. The May HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of Common Stock of the Company at a conversion rate of $0.002 per share; due and payable in full on the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the May HWH Note. The Company may, at its option, at any time during the term of the May HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 6, 2024, the Company entered into a securities purchase agreement (the “June HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “June HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The June HWH Note bears interest at 8% per annum and contains a commitment fee of $20,000. The June HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 2,500,000,000 shares of Common Stock at a conversion rate of $0.0001 per share; due and payable in full on the earliest of: (i) the third anniversary of the June HWH Note; (ii) the acceleration of the June HWH Note upon the occurrence of an event of default (as defined in the June HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The Company may, at its option, at any time during the term of the June HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

On June 19, 2024, the Company and HWH entered into an addendum (the “Addendum”) to the June HWH SPA and June HWH Note to amend: (i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000,000 to 125,000,000; and (ii) the conversion rate from $0.0001 to $0.002.

Pursuant to the terms of the March HWH SPA, May HWH SPA and the June HWH SPA (collectively, the “SPA”), the Company is required to register for re-sale the shares of Common Stock underlying the SPA and shares of Common Stock held by HWH as of the date of filing (collectively, the “Registrable Securities”) on the Company’s next registration statement on Form S-1. The Company shall use commercially reasonable efforts to keep such registration statement effective until the earlier of the date that is (i) one year from the date the registration statement is declared effective by the Securities and Exchange Commission (the “SEC”) and (ii) the date that the Registrable Securities are sold. The SPA also grants HWH a right of first offer to subsequent offerings of the Company’s securities and contains customary representations and warranties of the Company and HWH, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties. If the Company is unable to register all of the Registrable Securities on a single registration statement due to applicable law or regulation, the Company shall inform HWH and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC. The SPA contains customary representations, warranties and agreements by the Company and customary conditions to closing.

Each of the above transactions were offered in private placements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws.

The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the full texts of the Alset Note, the March HWH Note, the March HWH Warrant, the May HWH Note, the June HWH Note, the March HWH SPA, the May HWH SPA, the June HWH SPA and the Addendum (collectively, the “Transaction Documents”) which are filed as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 respectively, to this Current Report on Form 8-K, and which are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The applicable information set forth in Item 1.01 of this Form 8-K with respect to the Transaction Documents is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Transaction Documents is incorporated herein by reference. The Registrable Securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Convertible Promissory Note issued by Sharing Services Global Corporation to Alset, Inc., dated January 17, 2024
4.2		Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated March 18, 2024
4.3		Common Stock Purchase Warrant issued by Sharing Services Global Corporation to HWH International Inc., dated March 18, 2024
4.4		Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated May 9, 2024
4.5		Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated June 6, 2024
10.1		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated March 18, 2024
10.2		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated May 9, 2024
10.3		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated June 6, 2024
10.4		Addendum between Sharing Services Global Corporation and HWH International Inc., dated June 19, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 30, 2024	SHARING SERVICES GLOBAL CORPORATION

	By:	/s/ John Thatch
	Name:	John Thatch
	Title:	Chief Executive Officer and
		Vice Chairman of the Board of Directors

Exhibit 4.1

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: US$250,000.00

January 17, 2024

FOR VALUE RECEIVED, Sharing Services Global Corporation, a Nevada corporation having its office at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (“Borrower”) promises to pay to Alset, Inc., a Texas corporation having its office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814, or its designee(s) to whom this Note has been endorsed for payment (“Holder”), the principal sum of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00) (“Principal Amount”) and all accrued interest may be paid by the “Optional Conversion”(as hereinafter defined) of such amount into shares of the Borrower’s common stock (“Common Stock”) at the Conversion Rate, provided all of the conditions precedent contained in Section 3 of this Note have been satisfied, together with interest in arrears, if any, on the unpaid principal balance from time to time outstanding from the date hereof until the entire Principal Amount due hereunder is paid in full at the rate(s) provided below. “US$” mean the lawful currency of the United States of America (U.S.).

1. Maturity.

1.1 Maturity Date. The aggregate outstanding Principal Amount, together with all accrued interest, if any, thereon, reduced by unamortized prepaid interest, if any, (cumulatively, “Outstanding Amount”), shall, at the discretion of the Holder, either be repaid in cash and/or convert into shares of Common Stock of the Borrower as provided in Section 3 below and shall be due and payable in full on the earliest to occur of (the earliest of such events being the “Maturity Date”): (i) immediately after six (6) months from the date of this Note (“Scheduled Maturity Date”); (ii) the acceleration of this Note upon the occurrence of an Event of Default (as defined below); or (iii) on the third (3rd) business day after the Holder has delivered to the Borrower a written demand for payment of this Note; or (iv) upon the Borrower’s successful listing on the National Association of Securities Dealers Automated Quotations (NASDAQ).

1.2 Redemption. The Borrower may, at its option, at any time during the term of this Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges; provided that the Borrower shall send the Holder written notice (“Redemption Notice”) of such redemption stating the amount of the Principal Amount being redeemed (“Redemption Amount”) and, if such redemption of the Note is in full, the place or places whether the Note is to be tendered for payment. After a Redemption Notice is given, the Borrower shall deliver to the Holder the Redemption Amount within three (3) business days of such Redemption Notice, during which period of time the Holder shall not have the right to convert any p01tion of this Note. If the Borrower fails to deliver the Redemption Amount to the Holder within three (3) business days, then (i) all rights and remedies of the Holder under this Note, including conversion rights in accordance with Section 3 of this Note, shall continue as though no such Redemption Notice had been given, and (ii) the Borrower shall not have the right to redeem any portion of the Principal Amount for a period of thirty (30) calendar days following such failure to deliver the Redemption Amount.

2. Interest; Origination Fee.

2.1 Interest Rate. This Note shall bear ten percent (10%) interest per annum. Interest shall be paid quarterly, in cash or in Common Stock, at the Holder’s election, subject to Sections 3 of this Note, on or before the thirtieth (30^th) day after the end of each quarter during the term of the Note. Interest shall be computed on the basis of a year (365 or 366 days, as the case may be) and the actual number of days elapsed.

2.2 Interest After Default. At the Holder’s option, and to the extent permitted by applicable law, the unpaid principal balance shall bear interest after an Event of Default and after the Maturity Date (whether by acceleration or otherwise) at the Default Interest Rate. The “Default Interest Rate” shall be, at the Holder’s option, (i) sixteen percent (16%) per annum, or (ii) such higher rate of interest as the Holder in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate or at a rate that would cause the total interest contracted for, charged or received by the Holder to exceed the Maximum Lawful Amount. The term “Maximum Lawful Rate” means the maximum rate of interest and the term “Maximum Lawful Amount” means the maximum amount of interest that is permissible under applicable state or federal law for the type of loan evidenced by this Note.

2.3 Origination Fee. An origination fee of ten percent (10%) of the Principal Amount, which is equal to a sum of Twenty Five Thousand United States Dollars (US$25,000.00) (“Origination Fee”) shall be accrued and payable on the Maturity Date, in cash by the Borrower to the Holder and/or converted into shares of Common Stock of the Borrower as provided in Section 3 below, at the sole option of the Holder.

3. Conversion.

3.1. Optional Conversion. At any time during the term of this Note, except as otherwise provided herein, the Principal Amount less any unamortized prepaid interest, if any, and all accrued interest, if any, thereon (“Maximum Conversion Amount”) may, at the sole option of the Holder, be converted, in whole or in part, into fully paid and non-assessable whole shares of Common Stock (“Optional Conversion”) in accordance with Section 3.4 below.

3.2. Mechanics of Conversion. The Holder shall notify the Borrower in writing of its election to conve11 all or part of the Maximum Conversion Amount (“Conversion Amount”) in accordance with Section 3.1 (“Conversion Notice”). Such conversion shall only become effective after all of the following conditions have been satisfied:

a. The Borrower receives the Conversion Notice;

b. The Holder executes any and all documents required in connection with becoming a holder of Common Stock;

c. The Borrower issues and delivers to the Holder a certificate or certificates for the number of Common Stock, if any, to which the Holder shall be entitled as provided herein, within three (3) calendar days of receipt of the Conversion Notice (“Certificates”); and

d. The Holder provides the Borrower with written confirmation that the outstanding balance of the Principal Amount and accrued interest, if any, has been reduced by the Conversion Amount (“Reduction Certificate”). Upon the occurrence of the events set forth in Sections 3.2 (a), (b) and (c) above, and this Section 3.2(d), the Borrower shall deliver to the Holder a restated note (“Restated Note”) evidencing the remaining outstanding balance of the Principal Amount, if any, which the Restated Note shall in all other respects be identical with this Note, except that the Maximum Conversion Amount shall be reduced by the Conversion Amount.

3.3 Conversion Rate. The price for conversion of Principal Amount into shares of Common Stock shall be the average closing market price within last three (3) trading days of the Common Stock from the date of Conversion Notice (“Conversion Rate”).

3.4 Adjustment of Note Conversion Rate. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally increasing the Note conversion price on the date such subdivision shall become effective. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally decreasing the Note conversion price on the date such subdivision shall become effective.

3.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Borrower issuing any fractional shares to the Holder upon conversion of the Note, the Borrower shall pay to the Holder the amount of the fractional shares valued at the Conversion Rate.

4. Reservation of Authorized Shares.

4.1 Reservation. On the date of this Note, the Borrower shall have reserved all of its authorized unissued shares of Common Stock, including treasury shares of Common Stock (“Initial Reserve Amount”), solely for the purpose of effecting the conversion of this Note or other convertible securities issued to the Holder, if any. After the increase in the Borrower’s authorized but unissued shares of Common Stock (“Authorized Share Increase”), the Borrower shall at all times thereafter reserve out of its authorized but unissued shares of Common Stock, a number of shares of Common Stock equal to the Conversion Rate with respect to Maximum Conversion Amount of this Note, solely for the purpose of effecting the conversion of this Note (“Subsequent Reserve Amount”).

4.2 Insufficient Authorized Shares. If at any time after the Authorized Share Increase and while this Note remains outstanding the Borrower does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Subsequent Reserve Amount (an “Authorized Share Failure”), then the Borrower shall take all action necessary to effect an Authorized Share Increase.

5. Warranties and Representations by the Borrower. The Borrower represents to the Holder as follows:

5.1 Existence, Qualification and Power. The Borrower (i) is duly organized or formed, validly existing and, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization; and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Note.

5.2 Authorization: No Contravention. The execution, delivery and performance by the Borrower of this Note have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Organization Documents of the Borrower; (ii) conflict with or result in any breach or contravention of any material contractual obligation to which the Borrower is a party or that is affecting the Borrower or the properties of the Borrower; or (iii) violate any Laws, where such violations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5.3 Governmental Authorization: Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Note other than (i) those that have already been obtained and are in full force and effect; and (ii) approvals, consents, exemptions, authorizations, actions and notices the absence of which would not reasonably be expected to result in a “Material Adverse Effect” (as defined below).

5.4 Binding Effect. This Note will have been duly executed and delivered by the Borrower. This Note shall constitute a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Principal Amount and interest accrued thereon are valid corporate debts of the Borrower.

5.5 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its subsidiaries that (i) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and that has not been publicly disclosed prior to the date of this Note; or (ii) purport to enjoin or restrain the execution or delivery of this Note, or any of the transactions contemplated hereby.

5.6 Investment Company Act. The Borrower is not and is not required to be registered as an “investment company” under the Investment Company Act of 1940.

5.7 Compliance with Laws. Each of the Borrower and its operating subsidiaries is in compliance in all material respects with the requirements of all Laws, except in such instances in which (i) such requirement of Laws is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

5.8 Anti-Corruption. (i) Neither the Borrower nor any of its operating subsidiaries is in violation of the U.S. Foreign Corrupt Practices Act of 1977, or other similar anti-corruption legislation in other jurisdictions applicable to the Borrower or any operating subsidiary from time to time, the effect of which is or would reasonably be expected to be material to the Borrower and its operating subsidiaries taken as a whole; and (ii) the Borrower has instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.

5.9 Sanctions. Neither the Borrower nor any of its operating subsidiaries, nor, to the knowledge of the Borrower, any director, officer or (other than with respect to this Clause 5.9(iii) below) employee thereof, is an individual or entity that is (i) currently the subject or target of any sanctions; (ii) included on the Office of Foreign Assets Control (OFAC)’s List of Specially Designated Nationals, or any similar list enforced by the U.S. federal government (including OFAC); or (iii) located, organized or resident in a Designated Jurisdiction.

5.10 Financial Statements. The Borrower’s financial statements, as set forth in its filings with the U.S. Securities and Exchange Commission (SEC), are complete and accurate as of the dates stated and as required and to the extent required by applicable U.S. accounting standards.

5.11 Use of Proceeds. The Principal Amount loaned under this Note shall be used for general working capital and payment of the Outstanding Amount under this Note.

6. Warranties and Representations by the Holder. The Holder represents to the Borrower as follows:

6.1 Existence. Qualification and Power. The Holder (i) is duly organized or formed, validly existing and, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization; and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under Note.

7. Usury. All agreements between the Borrower and the Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance, or detention of the indebtedness evidenced hereby exceed the maximum permissible amount under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, the obligation to be fulfilled sha]] automatically be reduced to the limit of such validity, and if from any circumstances the Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest, and, if the Principal Amount of this Note has been paid in full, shall be refunded to the Borrower.

8. Negative Covenants. So long as this Note shall remain in effect and until any Outstanding Amount (and liquidated damages, if any) and all fees and all other expenses or amounts payable under this Note have been paid in full, unless the Holders shall otherwise consent in w1iting, which consent shall not be unreasonably withheld or delayed, the Borrower shall not amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder.

9. Replacement of Note. If this Note is mutilated, lost, stolen or destroyed, the Borrower shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Note, a new Note. but only upon receipt of evidence reasonably satisfactory to the Borrower of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested.

10. Events of Default. The following constitute an event of default (“Event of Default”):

10.1. The Borrower fails to pay any amount of principal or interest under this Note when due and said failure continues for a period of thirty (30) days after the Borrower’s receipt of written notice from the Holder;

10.2 The Borrower fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in this Note and such failure or neglect continues after Holder provided the Borrower with thirty (30) days written notice thereof;

10.3 Any warranty or representation now or hereafter made by the Borrower in connection with this Note is untrue or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time pursuant to this Note by the Borrower to the Holder is untrue or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified and such failure or neglect continues after Holder provided the Borrower with thirty (30) days written notice thereof;

10.4 A proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed against the Borrower which is not dismissed within sixty (60) days of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by the Borrower or the Borrower makes an assignment for the benefit of creditors or the Borrower takes any corporate action to authorize any of the foregoing;

10.5 The Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated; or

10.6 The Borrower becomes insolvent or fails generally to pay its debts as they become due, and said failure continues for a period of thirty (30) days after written notice of same from the Holder to the Borrower.

11. Remedies. Upon the occurrence of an Event of Default, or Change of Control (as defined below), at the option and upon the written declaration of the Holder (or automatically without such declaration if an Event of Default set fo1th in Section I 0.4 occurs), the entire Outstanding Amount shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and Holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise, including the demand for immediate transfer to the Holder of any ownership interests in the Borrower. For purposes of this Note, the term “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section l 3(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Borrower. Change of Control specifically excludes any transactions involving the Holder and/or any entity or person affiliated with the Holder.

12. Certain Terms Defined. “Person(s)” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Governmental Authority” means the government of the U.S. or any other nation, or of any political subdivision thereof, whether state or county or provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “Law(s)” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, auth01izations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. “Organization Documents” means (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. “Material Adverse Effect” means (i) a material adverse change in, or a material adverse effect upon, the financial condition of the Borrower and its operating subsidiaries, taken as a whole; (ii) a material impairment of the ability of the Borrower to perform its obligations under any loan agreement to which it is a party; or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any loan agreement to which it is a party.

13. Miscellaneous.

13.1 Notices. All notices to any party required or permitted hereunder shall be in writing and shall be sent to the physical address or email address set forth for such party as follows:

i.	If to the Holder:

	Alset, Inc.
	4800 Montgomery Lane Suite 210, Bethesda, MD 20814
	Attention:	Ronald Wei
	Email:	ronald@alsetinternational.com

ii.	If to the Borrower:

	Sharing Services Global Corporation
	5200 Tennyson Parkway, Suite 400, Plano, Texas 75024
	Attention:	John “JT” Thatch
	Email:	jt@shrginc.com

Any such notice shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic transmission or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a recognized national overnight courier, specifying next day delivery, or two (2) days after deposit with a recognized international overnight courier, specifying two (2) days delivery, in each case with written verification of receipt.

13.2 Waiver. No failure to exercise, and no delay in exercising, on the part of the Holder, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

13.3 Amendments. Any term, covenant, or condition of this Note may be amended or waived only by written consent of the Borrower and the Holder in writing.

13.4 Expenses. Any reasonable expense incurred by the Holder (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the exercise of any right or remedy upon the occurrence of an Event of Default, including, without limitation, the costs of collection and reasonable attorneys’ fees and expenses, shall be paid by the Borrower within thirty (30) days of receiving written notice thereof from the Holder. Any such expense incurred by the Holder and not timely paid by the Borrower shall be added to the other obligations hereunder and shall earn interest at the same rate per annum as the principal hereunder.

13.5 Governing Law and Exclusive Jurisdiction. This Note shall be governed by and construed according to the laws of the State of Texas without regard to the conflict of law provisions thereof. Any dispute arising under or in relation to this Note shall be resolved exclusively in the U.S. District Court for the District of Texas and states courts of the State of Texas including appellate courts thereto, (collectively, the “Texas Courts”) and each of the parties hereby submits irrevocably to the exclusive jurisdiction of the Texas Courts and agrees that these courts are a convenient forum. Each party waives any claim of forum non conveniens in respect of the Texas Courts.

13.6 Transfer: Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. This Note and the right privileges and obligations of the Holder hereunder, shall not be assigned, sold or transferred by Holder, in part or in full without the prior written consent of the Borrower, provided that the Holder may assign or transfer any of its rights, privileges, or obligations set forth in, arising under, or created by this Note to any entity controlled by, controlling or under common control with the Holder. The Borrower may not assign this Note without prior written consent of the Holder, provided that the Borrower may assign this Note to any successor of all or substantially all of its assets or business, or any entity surviving the merger, combination or consolidation with the Borrower. Notwithstanding the above, under no circumstances shall the Optional Conversion or the rights, privileges and obligations of the Holder pursuant thereto be separately assigned by the Holder.

13.7 Entire Agreement. This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.

13.8 Confidentiality. In addition to separate confidentiality agreement, if any, the Holder will at all times keep confidential and not divulge, use or make accessible to anyone the terms and conditions of this Note and the transactions described herein, and any non-public material information concerning or relating to the business or financial affairs of the Borrower to which such party has been or will become privy relating to this Note, except to its employees and advisors in such capacity, as required to perform its obligations hereunder, if required by law or rules of a stock exchange on which its or its parent’s securities are listed, or with the prior written consent of the Borrower.

13.9 WAIYER OF JURY TRIAL.

THE BORROWER AND THE HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARDS TO ANY “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE”. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER AND THE HOLDER, AND THE BORROWER AND THE HOLDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS NOTE. THE BORROWER AND THE HOLDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION HEREOF IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIYER OF JURY TRIAL. THE BORROWER FURTHER REPRESENTS AND WARRANTS THAT (1) IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIYER BY INDEPENDENT LEGAL COUNSEL, OR (2) HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND (3) EACH HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the patties have caused this Note to be executed by its duly authorized representatives as of the day and year first above written.

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	Alset, Inc.

	By:	/s/ Ronald Wei
	Name:	Ronald Wei
	Title:	Chief Financial Officer

[Signature Page to Convertible Promissory Note]

Exhibit 4.2

THIS CONVERTIBLE PROMISSORY NOTE (TIDS “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

CONVERTIBLE PROMISSORY NOTE

SHARING SERVICES GLOBAL CORPORATION

Principal Amount: US$250,000.00

March 18, 2024

FOR VALUE RECEIVED, Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Borrower”) promises to pay to HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814, or its designee(s) to whom this Note has been endorsed for payment (the “Holder”), the principal sum of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00) (the “Principal Amount”) and all accrued interest may be paid by the “Optional Conversion” (as hereinafter defined) of such amount into shares of the Borrower’s common stock (the “Common Stock”) at the Conversion Rate, provided all of the conditions precedent contained in Section 3 of this Note have been satisfied, together with interest in arrears, if any, on the unpaid principal balance from time to time outstanding from the date hereof until the entire Principal Amount due hereunder is paid in full at the rate(s) provided below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated March 18, 2024, among the Company and the Holder.

1. Maturity.

1.1 Maturity Date. The aggregate outstanding Principal Amount, together with all accrued interest, if any, thereon, reduced by unamortized prepaid interest, if any, (cumulatively, the “Outstanding Amount”), shall, at the discretion of the Holder, either be repaid in cash and/or convert into shares of Common Stock of the Borrower as provided in Section 3 below and shall be due and payable in full on the earliest to occur of (the earliest of such events being the “Maturity Date”): (i) the third (3rd) anniversary of the date of this Note (the “Scheduled Maturity Date”); (ii) the acceleration of this Note upon the occurrence of an Event of Default; or (iii) on the fifth (5^th) business day after the Holder has delivered to the Borrower a written demand for payment of this Note.

1.2 Redemption. The Borrower may, at its option, at any time during the term of this Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges; provided that the Borrower shall send the Holder written notice (the “Redemption Notice”) of such redemption stating the amount of the Principal Amount being redeemed (the “Redemption Amount”) and, if such redemption of the Note is in full, the place or places whether the Note is to be surrendered for payment. After a Redemption Notice is given, the Borrower shall deliver to the Holder the Redemption Amount within five (5) business days of such Redemption Notice, during which period of time the Holder shall not have the right to convert any portion of this Note. If the Borrower fails to deliver the Redemption Amount to the Holder within five (5) business days, then (i) all rights and remedies of the Holder under this Note, including conversion rights in accordance with Section 3 of this Note, shall continue as though no such Redemption Notice had been given, and (ii) the Borrower shall not have the right to redeem any portion of the Principle Amount for a period of thirty (30) calendar days following such failure to deliver the Redemption Amount.

2. Interest; Commitment Fee.

2.1 Interest Rate. This Note shall bear six percent (6%) interest per annum. Interest shall be paid quarterly, in cash or in Common Stock, at the Borrower’s election, subject to Sections 3 of this Note, on or before the thirtieth (30th) day after the end of each quarter during the term of Note. Interest shall be computed on the basis of a 365-day or 366-day year and the actual number of days elapsed.

3. Conversion.

3.1. Optional Conversion. At any time during the term of this Note, except as otherwise provided herein, the Principal Amount less any unamortized prepaid interest, if any, and all accrued interest, if any, thereon (the “Maximum Conversion Amount”) may, at the option of the Holder, be converted, in whole or in part, into fully paid and non-assessable whole shares of Common Stock (“Optional Conversion”) in accordance with Section 3.4 below.

3.2. Mechanics of Conversion. The Holder shall notify the Borrower in writing of its election to convert all or part of the Maximum Conversion Amount (the “Conversion Amount”) in accordance with Section 3.1 (the “Conversion Notice”). Such conversion shall only become effective after all of the following conditions have been satisfied:

a. The Borrower receives the Conversion Notice;

b. The Holder executes any and all documents required in connection with becoming a holder of Common Stock;

c. The Borrower issues and delivers to the Holder a certificate or certificates for the number of Common Stock, if any, to which Holder shall be entitled as provided herein, within seven (7) calendar days of receipt of the Conversion Notice (the “Certificates”); and

d. The Holder provides the Borrower with written confirmation that the outstanding balance of the Principal Amount and accrued interest, if any, has been reduced by the Conversion Amount (“Reduction Certificate”). Upon the occurrence of the events set forth in Sections 3.2 (a), (b) and (c) above, and this Section 3.2(d), the Borrower shall deliver to the Holder a restated note (“Restated Note”) evidencing the remaining outstanding balance of the Principal Amount, if any, which Restated Note shall in all other respects be identical with this Note, except that the Maximum Conversion Amount shall be reduced by the Conversion Amount.

3.3 Conversion Rate. The number of whole shares of Common Stock into which this Note may be converted (the “Conversion Shares”) at US$0.0012 (the “Conversion Rate”).

4. Reservation of Authorized Shares.

5. Usury. All agreements between the Borrower and the Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance, or detention of the indebtedness evidenced hereby exceed the maximum permissible amount under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances the Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest, and, if the Principal Amount of this Note has been paid in full, shall be refunded to the Borrower.

6. Negative Covenants. So long as this Note shall remain in effect and until any Outstanding Amount (and liquidated damages, if any) and all fees and all other expenses or amounts payable under this Note have been paid in full, unless the Holders shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, the Borrower shall not amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder.

7. Replacement of Note. If this Note is mutilated, lost, stolen or destroyed, the Borrower shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Note, a new Note, but only upon receipt of evidence reasonably satisfactory to the Borrower of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested.

8. Events of Default. The following constitute an event of default (“Event of Default”):

a. The Borrower fails to pay any amount of principal or interest under this Note when due and said failure continues for a period of thirty (30) days after the Borrower’s receipt of written notice from the Holder;

b. The Borrower fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in this Note and such failure or neglect continues after the Holder provided the Borrower with thirty (30) days written notice thereof;

c. Any warranty or representation now or hereafter made by the Borrower in connection with this Note is untrue or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time pursuant to this Note by the Borrower to the Holder is untrue or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified and such failure or neglect continues after the Holder provided the Borrower with thirty (30) days written notice thereof;

d. A proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed against the Borrower which is not dismissed within sixty (60) days of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by the Borrower or the Borrower makes an assignment for the benefit of creditors or the Borrower takes any corporate action to authorize any of the foregoing;

e. The Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated;

f. The Borrower becomes insolvent or fails generally to pay its debts as they become due, and said failure continues for a period of thirty (30) days after written notice of same from the Holder to the Borrower.

9. Remedies. Upon the occurrence of an Event of Default, or Change of Control, at the option and upon the written declaration of the Holder (or automatically without such declaration if an Event of Default set forth in Section 8(d) occurs), the entire Outstanding Amount shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and the Holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise, including the demand for immediate transfer to the Holder of any ownership interests in the Borrower. For purposes of this Note, the term “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934) of a majority of total voting power of the voting stock of the Borrower. Change of Control specifically excludes any transactions involving the Holder and/or any entity or person affiliated with the Holder.

10. Miscellaneous.

a. Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Borrower shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

b. Waiver. No failure to exercise, and no delay in exercising, on the part of the Holder, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

c. Amendments. Any term, covenant, or condition of this Note may be amended or waived only by written consent of the Borrower and the Holder.

d. Expenses. Any reasonable expense incurred by the Holder (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the exercise of any right or remedy upon the occurrence of an Event of Default, including, without limitation, the costs of collection and reasonable attorneys’ fees and expenses, shall be paid by the Borrower within thirty (30) days of receiving written notice thereof from the Holder. Any such expense incurred by the Holder and not timely paid by the Borrower shall be added to the other obligations hereunder and shall earn interest at the same rate per annum as the principal hereunder.

e. Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. The parties irrevocably attorn to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Note.

f. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. This Note and the rights, privileges and obligations of Holder hereunder, shall not be assigned, sold or transferred by Holder, in part or in full without the prior written consent of the Borrower, provided that the Holder may assign or transfer any of its rights, privileges, or obligations set forth in, arising under, or created by this Agreement to any entity controlled by, controlling or under common control with the Holder. The Borrower may not assign this Note without prior written consent of the Holder, provided that the Borrower may assign this Note to any successor of all or substantially all of its assets or business, or any entity surviving the merger, combination or consolidation with the Borrower. Notwithstanding the above, under no circumstances shall the Optional Conversion or the rights, privileges and obligations of Holder pursuant thereto be separately assigned by Holder.

g. Entire Agreement. This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.

h. Confidentiality. In addition to separate confidentiality agreement, if any, the Holder will at all times keep confidential and not divulge, use or make accessible to anyone the terms and conditions of this Note and the transactions described herein, and any non-public material information concerning or relating to the business or financial affairs of the Borrower to which such party has been or will become privy relating to this Note, except to its employees and advisors in such capacity, as required to perform its obligations hereunder, if required by law or rules of a stock exchange on which its or its parent’s securities are listed, or with the prior written consent of the Borrower.

i. Waiver of Jury Trial.

THE BORROWER AND HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARDS TO ANY “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE”. THIS WAIVERISKNOWINGLY, WILLINGLY ANDVOLUNTARILYMADEBYTHEBORROWERANDHOLDER, AND THE BORROWER AND HOLDER HEREBY REPRESENT THAT NO REPRESENTATIONS OFF ACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIYER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. THE BORROWER AND HOLDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION HEREOF IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. THE BORROWER FURTHER REPRESENTS AND WARRANTS THAT (I) IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR (2) HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND (3) EACH HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIYER WITH COUNSEL.

[Signature Page Follows]

IN WITNESS WHEREOF, the Borrower and the Holder have caused this Note to be executed by their duly authorized representatives as of the day and year first above written.

	The Borrower

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	The Holder

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Convertible Promissory Note]

Exhibit 4.3

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

COMMON STOCK PURCHASE WARRANT

SHARING SERVICES GLOBAL CORPORATION

Warrant Conversion Shares: 208,333,333

Date: March 18, 2024

THIS COMMON STOCK PURCHASE WARRANTS (this “Warrant”) certifies that, for value received, HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgome1y Lane Suite 210, Bethesda, MD 20814 (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Company”), up to Two Hundred Eight Million Three Hundred Thirty-Three Thousand Three Hundred and Thirty-Three (208,333,333) shares (as subject to adjustment hereunder, the “Warrant Conversion Shares”) of the Company’s common stock (the “Common Stock”) during the Warrant Exercise Period (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The exercise period for each Warrant will be five (5) years from the date of this Warrant (the “Warrant Exercise Period”).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated March 18, 2024, among the Company and the Holder.

Section 2. Exercise.

a) Exercise Period. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time, during the Warrant Exercise Period, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within three (3) trading days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Conversion Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Wa1Tant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Conversion Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Conversion Shares purchasable hereunder in an amount equal to the applicable number of Warrant Conversion Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Conversion Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) business day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Conversion Shares hereunder, the number of Warrant Conversion Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant (the “Exercise Price”) shall be US$0.0012 per share.

c) Mechanics of Exercise.

i Delivery of Warrant Conversion Shares Upon Exercise. The Company will issue a stock certificate representing the Warrant Conversion Shares purchased hereunder to the Holder by the date that is five (5) trading days after the latest of(A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above. The Warrant Conversion Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price. Any certificate issued to Holder representing Warrant Conversion Shares shall contain the restrictive legend language specified in the Securities Purchase Agreement.

ii. Delivery of New Warrant Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Conversion Shares, deliver to the Holder a new warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Conversion Shares called for by this Warrant, which new warrant shall in all other respects be identical with this Warrant.

iii No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

iv. Charges. Taxes and Expenses. Issuance of Warrant Conversion Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Conversion Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Conversion Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Warrant Conversion Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.

v. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If, at any time while this Warrant is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or securities equivalent to or convertible into Common Stock (such securities, collectively, “Common Stock Equivalents”) entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Share Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the trading day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Conversion Shares based upon the Base Share Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of a1nngement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Conversion Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Warrant, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest l/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Conversion Shares and setting forth a brief statement of the facts requiring such adjustment.

h) Non-Limitation. The rights of the Holder set forth in this Section 3 shall be in addition to, and not in limitation of, or intended to modify, any rights of the Holder pursuant to the Securities Purchase Agreement.

Section 4. Piggyback Registration Rights. The Company shall include on the next registration statement the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) the Shares, Warrant Conversion Shares, and any other shares of the common stock of the Company held by the Holder as of such date (the “Registrable Securities”). Subject to the terms of this Warrant, the Company shall use its commercially reasonable efforts to keep such registration statement continuously effective under the 1933 Act until the first to occur of: (A) the date that is one (1) year from the date the registration statement is declared effective by the SEC and (B) the date that all Registrable Securities covered by such registration statement have been sold. Notwithstanding the registration obligations set forth in this Section, if the Company is unable to register all of the Registrable Securities on a single registration statement due to applicable law or regulation, the Company agrees to promptly inform Holder and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. The Holder shall hold the registration rights set forth herein for as long as they remain a shareholder, or holder of any warrants, of the Company.

Section 5. Transfer of Warrant.

a) Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer, provided, however, that such transfer is in compliance with all applicable federal and state securities laws. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new warrant in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Conversion Shares without having a new warrant issued.

b) New Warrant. This Warrant may be divided or combined with other warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new warrants are to be issued, signed by the Holder or its agent or attorney. The Company shall execute and deliver a new warrant or warrants in exchange for the warrant or warrants to be divided or combined in accordance with such notice. All warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Conversion Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 6. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Conversion Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any warrant required or granted herein shall not be a business day, then, such action may be taken or such warrant may be exercised on the next succeeding business day.

d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Conversion Shares upon the exercise of any purchase rights under this Warrant. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect in full the exercise of this Warrant, in addition to such other remedies as shall be available to the Holder, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase the number of authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using its best efforts to obtain the requisite shareholder approval necessary to increase the number of authorized shares of Common Stock. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Conversion Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Conversion Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed. The Company covenants that all Warrant Conversion Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Conversion Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

e) Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. The Parties irrevocably attorn to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Warrant.

f) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, will be settled by arbitration in the State of Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision made pursuant to such arbitration will be binding on the Parties and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any warrant hereunder on the part of Holder shall operate as a waiver of such warrant or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Securities Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

i) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

j) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Conversion Shares.

k) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

1) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

m) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Holder and the Company have caused this Warrant to be executed by their authorized signatories as of the day and year first above written.

	The Company

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	The Holder

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Common Stock Purchase Warrant]

NOTICE OF EXERCISE

TO:	SHARING SERVICES GLOBAL CORPORATION

(1) The undersigned hereby elects to purchase. ______________Warrant Conversion Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Payment in the form of lawful money of the United States in the amount of $. _________ in payment of the aggregate Exercise Price will be made by means of:

___ Check

___ Wire transfer

(2) Please issue said Warrant Conversion Shares in the name of the undersigned or in such other name as is specified below:

[SIGNATURE OF HOLDER]

Name:

By:

Signature

Title

Date

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form

and supply required information. Do not use this form

to exercise the warrant.)

FOR VALUE RECEIVED, [________ __, all of or [________ __, shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to_____________________________________________________whose address is

Dated ___________ ____________

Holder’s Signature: ______________________________

Holder’s Address ____________________________

Signature Guaranteed: ________________________________________________

WARRANT: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

Exhibit 4.4

CONVERTIBLE PROMISSORY NOTE

SHARING SERVICES GLOBAL CORPORATION

Principal Amount: US$250,000.00

May 9, 2024

FOR VALUE RECEIVED, Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Borrower”) promises to pay to HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814, or its designee(s) to whom this Note has been endorsed for payment (the “Holder”), the principal sum ofTwo Hundred and Fifty Thousand United States Dollars (US$250,000.00) (the “Principal Amount”) and all accrued interest may be paid by the “Optional Conversion” (as hereinafter defined) of such amount into shares of the Borrower’s common stock (the “Common Stock”) at the Conversion Rate, provided all of the conditions precedent contained in Section 3 of this Note have been satisfied, together with interest in arrears, if any, on the unpaid principal balance from time to time outstanding from the date hereof until the entire Principal Amount due hereunder is paid in full at the rate(s) provided below. Capitalized terms used and not otherwise defined herein shall have the m;Jllt1f,s set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated May • 2024, among the Company and the Holder.

1. Maturity.

1.1 Maturity Date. The aggregate outstanding Principal Amount, together with all accrued interest, if any, thereon, reduced by unamortized prepaid interest, if any, (cumulatively, the “Outstanding Amount”), shall, at the discretion of the Holder, either be repaid in cash and/or convert into shares of Common Stock of the Borrower as provided in Section 3 below and shall be due and payable in full on the earliest to occur of (the earliest of such events being the “Maturity Date”): (i) the third (3^rd) anniversary of the date of this Note (the “Scheduled Maturity Date”); (ii) the acceleration of this Note upon the occurrence of an Event of Default; or (iii) on the fifth (5th) business day after the Holder has delivered to the Borrower a written demand for payment of this Note.

1.2 Redemption. The Borrower may, at its option, at any time during the term of this Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges; provided that the Borrower shall send the Holder written notice (the “Redemption Notice”) of such redemption stating the amount of the Principal Amount being redeemed (the “Redemption Amount”) and, if such redemption of the Note is in full, the place or places whether the Note is to be surrendered for payment. After a Redemption Notice is given, the Borrower shall deliver to the Holder the Redemption Amount within five (5) business days of such Redemption Notice, during which period of time the Holder shall not have the right to convert any portion of this Note. If the Borrower fails to deliver the Redemption Amount to the Holder within five (5) business days, then (i) all rights and remedies of the Holder under this Note, including conversion rights in accordance with Section 3 of this Note, shall continue as though no such Redemption Notice had been given, and (ii) the Borrower shall not have the right to redeem any portion of the Principle Amount for a period of thirty (30) calendar days following such failure. to deliver the Redemption Amount.

2. Interest; Commitment Fee.

2.1 Interest Rate. This Note shall bear eight percent (8%) interest per annum. Interest shall be paid quarterly, in cash or in Common Stock, at the Borrower’s election, subject to Sections 3 of this Note, on or before the thirtieth (30th) day after the end of each quarter during the term of Note. Interest shall be computed on the basis of a 365-day or 366-day year and the actual number of days elapsed.

2.3 Commitment Fee. Upon signing of this Note, a commitment fee of eight percent (8%) of the Principal Amount (the “Commitment Fee”) shall be paid by the Borrower to the Holder, in cash or in Common Stock at the Conversion Rate (defined below), at the discretion of the Holder.

3. Conversion.

3.1. Optional Conversion. At any time during the term of this Note, except as otherwise provided herein, the Principal Amount less any unamortized prepaid interest, if any, and all accrued interest, if any, thereon (the “Maximum Conversion Amount”) may, at the option of the Holder, be converted, in whole or in part, into fully paid and non-assessable whole shares of Common Stock (“Optional Conversion”) in accordance with Section 3.4 below.

a. The Borrower receives the Conversion Notice;

b. The Holder executes any and all documents required in connection with becoming a holder of Common Stock;

d. The Holder provides the Borrower with written confirmation that the outstanding balance of the Principal Amount and accrued interest, if any, has been reduced by the Conversion Amount (“Reduction Certificate”). Upon the occurrence of the events set forth in Sections 3.2 (a), (b) and (c) above, and this Section 3.2(d), the Borrower shall deliver to the Holder a restated note (“Restated Note”) evidencing the remaining outstanding balance of the Principal Amount, if any, which Restated Note shall in all other respects be identical with this Note, except that the Maximum Conversion Amount shall be reduced by the Conversion Amount.

3.3 Conversion Rate. The number of whole shares of Common Stock into which this Note may be converted (the “Conversion Shares”) at US$0.002 (the “Conversion Rate”).

3.4 Adjustment ofNote Conversion Rate. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally increasing the Note conversion price on the date such subdivision shall become effective. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally decreasing the Note conversion price on the date such subdivision shall become effective.

4. Reservation of Authorized Shares.

5. Usury. All agreements between the Borrower and the Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance, or detention of the indebtedness evidenced hereby exceed the maximum permissible amount under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances the Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest, and, if the Principal Amount of this Note has been paid in full, shall be refunded to the Borrower.

8. Events of Default. The following constitute an event of default (“Event of Default”):

e. The Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated; or

10. Miscellaneous.

c. Amendments. Any term, covenant, or condition of this Note may be amended or waived only by written consent of the Borrower and the Holder.

d. Expenses. Any reasonable expense incurred by the Holder (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the exercise of any right or remedy upon the occurrence of an Event of Default, including, without limitation, the costs of collection and reasonable attorneys’ fees and expenses, shall be paid by the Borrower within thirty (30) days ofreceiving written notice thereof from the Holder. Any such expense incurred by the Holder and not timely paid by the Borrower shall be added to the other obligations hereunder and shall earn interest at the same rate per annum as the principal hereunder.

g. Entire Agreement. This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.

h. Confidentiality. In addition to separate confidentiality agreement, if any, the Holder will at all times keep confidential and not divulge, use or make accessible to anyone the terms and conditions of this Note and the transactions described herein, and any non-public material information concerning or relating to the business or financial affairs of the Borrower to which such party has been or will become privy relating to this Note, except to its employees and advisors in such capacity, as required to perform its obligations hereunder, ifrequired by law or rules of a stock exchange on which its or its parent’s securities are listed, or with the prior written consent of the Borrower.

i. Waiver of Jury Trial.

THE BORROWER AND HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARDS TO ANY “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE”. THIS WAIVERIS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER AND HOLDER, AND THE BORROWER AND HOLDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIYER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. THE BORROWER AND HOLDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION HEREOF IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. THE BORROWER FURTHER REPRESENTS AND WARRANTS THAT (1) IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIYER BY INDEPENDENT LEGAL COUNSEL, OR (2) HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND (3) EACH HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH .

[Signature Page Follows]

IN WITNESS WHEREOF, the Borrower and the Holder have caused this Note to be executed by their duly authorized representatives as of the day and year first above written.

	The Borrower

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	The Holder

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Convertible Promissory Note]

Exhibit 4.5

TIDS CONVERTIBLE PROMISSORY NOTE (TIDS “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

CONVERTIBLE PROMISSORY NOTE

SHARING SERVICES GLOBAL CORPORATION

Principal Amount: US$250,000.00

June 6, 2024

FOR VALUE RECEIVED, Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Borrower”) promises to pay to HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814, or its designee(s) to whom this Note has been endorsed for payment (the “Bolder”), the principal sum of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00) (the “Principal Amount”) and all accrued interest may be paid by the “Optional Conversion” (as hereinafter defined) of such amount into shares of the Borrower’s common stock (the “Common Stock”) at the Conversion Rate, provided all of the conditions precedent contained in Section 3 of this Note have been satisfied, together with interest in arrears, if any, on the unpaid principal balance from time to time outstanding from the date hereof until the entire Principal Amount due hereunder is paid in full at the rate(s) provided below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated June 6, 2024, among the Company and the Holder.

1. Maturity.

1.1 Maturity Date. The aggregate outstanding Principal Amount, together with all accrued interest, if any, thereon, reduced by unamortized prepaid interest, if any, (cumulatively, the “Outstanding Amount”), shall, at the discretion of the Holder, either be repaid in cash and/or convert into shares of Common Stock of the Borrower as provided in Section 3 below and shall be due and payable in full on the earliest to occur of (the earliest of such events being the “Maturity Date”): (i) the third (3^rd) anniversary of the date of this Note (the “Scheduled Maturity Date”); (ii) the acceleration of this Note upon the occurrence of an Event of Default; or (iii) on the fifth (5^th) business day after the Holder has delivered to the Borrower a written demand for payment of this Note.

1.2 Redemption. The Borrower may, at its option, at any time during the term of this Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges; provided that the Borrower shall send the Holder written notice (the “Redemption Notice”) of such redemption stating the amount of the Principal Amount being redeemed (the “Redemption Amount”) and, if such redemption of the Note is in full, the place or places whether the Note is to be surrendered for payment. After a Redemption Notice is given, the Borrower shall deliver to the Holder the Redemption Amount within five (5) business days of such Redemption Notice, during which period of time the Holder shall not have the right to convert any portion of this Note. If the Borrower fails to deliver the Redemption Amount to the Holder within five (5) business days, then (i) all rights and remedies of the Holder under this Note, including conversion rights in accordance with Section 3 of this Note, shall continue as though no such Redemption Notice had been given, and (ii) the Borrower shall not have the right to redeem any portion of the Principle Amount for a period of thirty (30) calendar days following such failure to deliver the Redemption Amount.

2. Interest; Commitment Fee.

2.1 Interest Rate. This Note shall bear eight percent (8%) interest per annum. Interest shall be paid quarterly, in cash or in Common Stock, at the Borrower’s election, subject to Sections 3 of this Note, on or before the thirtieth (30^th) day after the end of each quarter during the term of Note. Interest shall be computed on the basis of a 365-day or 366-day year and the actual number of days elapsed.

3. Conversion.

3.1. Optional Conversion. At any time during the term of this Note, except as otherwise provided herein, the Principal Amount less any unamortized prepaid interest, if any, and all accrued interest, if any, thereon (the “Maximum Conversion Amount”) may, at the option of the Holder, be converted, in whole or in part, into fully paid and non-assessable whole shares of Common Stock (“Optional Conversion”) in accordance with Section 3.4 below.

a. The Borrower receives the Conversion Notice;

b. The Holder executes any and all documents required in connection with becoming a holder of Common Stock;

d. The Holder provides the Borrower with written confirmation that the outstanding balance of the Principal Amount and accrued interest, if any, has been reduced by the Conversion Amount (“Reduction Certificate”). Upon the occurrence of the events set forth in Sections 3.2 (a), (b) and (c) above, and this Section 3.2(d), the Borrower shall deliver to the Holder a restated note (“Restated Note”) evidencing the remaining outstanding balance of the Principal Amount, if any, which Restated Note shall in all other respects be identical with this Note, except that the Maximum Conversion Amount shall be reduced by the Conversion Amount.

3.3 Conversion Rate. The number of whole shares of Common Stock into which this Note may be converted (the “Conversion Shares”) at US$0.0001 (the “Conversion Rate”).

3.4 Adjustment ofNote Conversion Rate. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally increasing the Note conversion price on the date such subdivision shall become effective. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally decreasing the Note conversion price on the date such subdivision shall become effective.

4. Reservation of Authorized Shares.

7. Replacement ofNote. If this Note is mutilated, lost, stolen or destroyed, the Borrower shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Note, a new Note, but only upon receipt of evidence reasonably satisfactory to the Borrower of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested.

8. Events of Default. The following constitute an event of default (“Event of Default”):

c. Any warranty or representation now or hereafter made by the Borrower in connection with this Note is untrue or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time pursuant to this Note by the Borrower to the Holder is untrue or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified a such failure or neglect continues after the Holder provided the Borrower with thirty (30) days written notice thereof;

d. A proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership Jaw or statute is filed against the Borrower which is not dismissed within sixty (60) days of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by the Borrower or the Borrower makes an assignment for the benefit of creditors or the Borrower takes any corporate action to authorize any of the foregoing;

e. The Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated;

9. Remedies. Upon the occurrence of an Event of Default, or Change of Control, at the option and upon the written declaration of the Holder (or automatically without such declaration if an Event of Default set forth in Section 8(d) occurs), the entire Outstanding Amount shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and the Holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at Jaw, in equity or otherwise, including the demand for immediate transfer to the Holder of any ownership interests in the Borrower. For purposes of this Note, the term “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934) of a majority of total voting power of the voting stock of the Borrower. Change of Control specifically excludes any transactions involving the Holder and/or any entity or person affiliated with the Holder.

10. Miscellaneous.

c. Amendments. Any term, covenant, or condition of this Note may be amended or waived only by written consent of the Borrower and the Holder.

g. Entire Agreement. This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.

i. Waiver of Jury Trial.

THE BORROWER AND HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARDS TO ANY “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE”. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER AND HOLDER, AND THE BORROWER AND HOLDER HEREBY REPRESENT THATNO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. THE BORROWER AND HOLDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION HEREOF IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. THE BORROWER FURTHER REPRESENTS AND WARRANTS THAT (1) IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR (2) HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND (3) EACH HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

[Signature Page Follows]

IN WITNESS WHEREOF, the Borrower and the Holder have caused this Note to be executed by their duly authorized representatives as of the day and year first above written.

	The Borrower

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	The Holder

	HWH International Inc.

	By:	/s/ Ronald Wei
	Name:	Ronald Wei
	Title:	CFO

[Signature Page to Convertible Promissory Note]

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 18, 2024, by and among Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Company”) and HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Purchaser” and together with the Company, the “Parties” and each a “Party”).

WHEREAS, the Company desires to sell to the Purchaser the Convertible Note and the Warrant, as defined herein; and

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (“SEC”) under the 1933 Act.

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PURCHASE AND SALE

1.1 Closing; Cash Consideration.

(a) Cash Consideration. Subject to the terms and conditions set forth in this Agreement, the Company shall issue to the Purchaser at the Closing (as defined below) and the Purchaser shall purchase from the Company at the Closing a Convertible Promissory Note in the amount of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00), in the form of Exhibit A hereto (the “Convertible Note”), which shall be convertible into Two Hundred Eight Million Three Hundred Thirty-Three Thousand Three Hundred and Thirty-Three (208,333,333) shares of the Company’s common stock at the option of the Purchaser (the “Shares”) and certain warrants in the form attached hereto as Exhibit B (the “Warrant”), which the Warrant shall be exercisable into up to Two Hundred Eight Million Three Hundred Thirty-Three Thousand Three Hundred and Thirty-Three (208,333,333) shares of the Company’s common stock (such shares issuable pursuant to the terms of the Warrant upon conversion or otherwise, collectively, the “Warrant Conversion Shares”), in accordance with the terms of the Warrant for an aggregate purchase price of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00) (the “Cash Consideration”). The Closing shall take place as the Parties may mutually agree and may be accomplished via electronic mail.

(b) The Closing. Within seven (7) calendar days of the execution of this Agreement, provided the terms and conditions set forth herein have been satisfied, the Company shall deliver the Convertible Note and the Warrant to the Purchaser and the Purchaser shall deliver the Cash Consideration via wire transfer of immediately available funds to such account as the Company shall designate in writing (the “Closing”). The date on which the Closing shall occur is refe1Ted to as the “Closing Date”.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchaser, each of which shall be true and complete on the Closing Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business in the jurisdictions in which it currently operates.

(b) The Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies.

(c) The execution, delivery and performance by the Company of this Agreement and consummation by the Company of the transactions contemplated hereby do not and will not: (i) violate the organizational documents of the Company; (ii) violate any decree or judgment of any court or other governmental authority applicable to or binding on the Company; (iii) violate any provision of any federal or state statute, rule or regulation which is applicable to the Company; or (iv) violate any contract to which either the Company or any of their assets are bound.

(d) The authorized and issued capital stock of the Company is as follows:

(i) Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding as of December 31, 2023;

(ii) Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding as of December 31, 2023;

(iii) Series C convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,220,000 shares issued and outstanding as of December 31, 2023;

(iv) Series D preferred stock, $0.0001 par value, 26,000 shares issued and outstanding

as of December 31, 2023;

(v) Class A common stock, $0.0001 par value, 1,990,000,000 shares designated, 376,328,885 shares and 347,451,880 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively; and

(vi) Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding as of December 31, 2023.

Except as set forth in this Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other interest in, the Company.

(e) The Shares and the Warrant Conversion Shares, upon the issuance thereof, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all claims, liens, pledge, right of first refusal, security interest and encumbrances; will be free of restrictions on transfer other than applicable state and federal securities laws; and will be issued in compliance with all applicable federal and state securities laws.

(f) No “bad actor” disqualifying event described in Rule 506(d)(l)(i-viii) of the 1933 Act is applicable to the Company or, to the Company’s knowledge, any Company Covered Person. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 of the 1933 Act, any person listed in the first paragraph of Rule 506(d)(l) of the 1933 Act.

(g) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement.

(h) The Company is not a party to any written or oral agreement to issue any equity to any party other than the Purchaser.

(i) Except as contemplated by this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments obligating the Company with respect to the Convertible Note, Shares, Warrant or Warrant Conversion Shares.

(j) No proceedings relating to the Convertible Note, Shares, Wan-ant or Wan-ant Conversion Shares or any currently outstanding equity of the Company, are pending or, to the knowledge of the Company, threatened before any court, arbitrator or administrative or governmental body that would adversely affect the Company’s right to issue the Convertible Note, Shares, Warrant or Warrant Conversion Shares to the Purchaser.

(k) All corporate action required to be taken by the Company’s board of directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Convertible Note and Warrant at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing, and the issuance and delivery of the Convertible Note and Warrant has been taken or will be taken prior to the Closing.

(I) The Company operates its business in compliance with applicable law and has all necessary regulatory permits to conduct its business as conducted and as planned to be conducted.

(m) No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that has not been publicly announced, and could have a material adverse effect on the Purchaser’s investment hereunder or could cause the Company to have a Material Adverse Effect. The Company wan-ants that there is no legal proceeding and is not subject to any pending, or to its knowledge, threatened, legal proceedings against or affecting it, its business, assets, or property, and to the Company’s knowledge there are no grounds on which any legal proceeding could be brought against or affecting it, its business, assets, or property. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under the Agreement. “Subsidiaries” means any entity in which the Company, directly or indirectly, controls or operates all or any part of the business, operations or administration of such entity, and each of the foregoing, is individually referred to herein as a “Subsidiary”.

(n) Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect.

(o) On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Shares to be sold to the Purchaser hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(p) Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(q) The Company and its Subsidiaries are in material compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

(r) The foregoing representations, warranties and acknowledgments are true and accurate as of the date hereof. The Company agrees to indemnify and bold harmless the Purchaser and their affiliates, officers, members, managers, partners, agents and attorneys from any and all claims, actions, causes of action, judgments, damages, losses or costs (including, without limitation, reasonable attorneys’ fees incurred in connection therewith or in defense thereof) of any nature whatsoever arising from, related to, or incurred as a result of the breach, or alleged breach, of any representation, warranty or covenant contained in this Agreement or in any other document executed by the Company in connection with this investment.

2.2 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company, each of which shall be true and complete on the Closing Date:

(a) This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies.

(b) The Purchaser is acquiring any Shares and any Warrant Conversion Shares solely for its own account for working capital and investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser acknowledges that the Shares and Warrant Conversion Shares are not registered under the 1933 Act, or any state securities laws, and that the Shares and Warrant Conversion Shares may not be transferred or sold except pursuant to the registration provisions of the 1933 Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(c) The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

2.3 Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to purchase the Convertible Note and Warrant at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived.

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 2.1 shall be true and correct in all respects as of the Closing.

(b) Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

2.4 Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell the Convertible Note and Warrant to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 2.2 shall be true and correct in all respects as of the Closing.

(b) Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing.

3. COVENANTS

3.1 Financial Covenant. The Company agrees that it shall not incur any unnecessary additional debt or liability during the term of this Agreement.

3.2 Corporate Opportunity. The Company hereby agrees that notwithstanding anything expressed or implied herein to the contrary, the Purchaser and his affiliates (including but not limited to any company or other enterprise which the Purchaser is an officer, director or direct or indirect stockholder of), as well as such affiliates’ owners, officers, directors, and employees may engage in or possess interests in other business ventures of any kind and description (including but not limited to business ventures which may compete with the Company), independently or with others, for their own accounts; the fact that the Purchaser and his affiliates, and their owners, officers, directors, and employees may avail itself of any opportunities, either by itself or with other persons, and not offer such opportunities to the Company, shall not subject Purchaser and its affiliates, and their owners, officers, directors, and employees to liability to the Company or to any stockholder thereof on account of a lost Company opportunity; and the Company shall not have any right by virtue of this Agreement in or to any such opportunities described above or to the income or profits derived therefrom, and the pursuit of such opportunities, even though competitive with the Company, shall not be deemed wrongful or improper or in violation of this Agreement. The Company agrees to execute and deliver such waiver, or to adopt such policies and procedures, to the fullest extent of the applicable law, as may be necessary to effectuate the intent hereof. This Section 3.2 shall apply regardless of any additional ownership in the Company which the Purchaser may subsequently acquire.

3.3 Right of First Offer. In addition to, and not by way of limitation to those rights set forth in Section 3.3 above, and subject to the terms and conditions of this Agreement and applicable law, the Parties hereby agree as follows:

(a) If the Company proposes to offer or sell any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities in the Company (the “New Securities”), the Company shall first offer such New Securities to the Purchaser. The Company shall give notice (the “Offer Notice”) to the Purchaser stating (i) its bona fide intention to offer such New Securities; (ii) the number of such New Securities to be offered and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the Company within thirty (30) days after the Offer Notice is given, the Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, the New Securities. Such New Securities, if acquired, would be in addition to those the Purchaser is entitled to receive pursuant to Section 3.3 hereof.

3.4 Tag Along Right. In the event the Company receives an offer from a third party to sell, merge, exchange, consolidate, transfer or otherwise dispose of shares in the Company (the “Third Party Offer”) the Company shall immediately notify the Purchaser of the offer. If the Purchaser wishes to sell its shares of the Company to the third party on the same terms and condition as contained in the Third Party Offer, then the Company shall not be entitled to sell, merge, exchange, consolidate, transfer or otherwise dispose of shares of the Company unless the third party purchases the Purchaser’s shares in the Company at the same time, and on the same terms and conditions. The Purchaser retains all right to decline to sell to the third party.

3.5 Piggyback Registration Rights. The Company shall include on the next registration statement the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) the Shares, Warrant Conversion Shares, and any other shares of the common stock of the Company held by the Purchaser as of such date (the “Registrable Securities”). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to keep such registration statement continuously effective under the 1933 Act until the first to occur of: (A) the date that is one (1) year from the date the registration statement is declared effective by the SEC and (B) the date that all Registrable Securities covered by such registration statement have been sold. Notwithstanding the registration obligations set forth in this Section, if the Company is unable to register all of the Registrable Securities on a single registration statement due to applicable law or regulation, the Company agrees to promptly inform Purchaser and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. The Purchaser shall hold the registration rights set forth herein for as long as they remain a shareholder, or holder of any warrants, of the Company.

3.6 Legends. The Purchaser understands that the Shares and Warrant Conversion Shares will be issued pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, such Shares or Warrant Conversion Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Certificates evidencing such Shares or Warrant Conversion Shares shall not be required to contain the legend set forth above or any other legend (i) while a registration statement covering the resale of such Shares or Warrant Conversion Shares is effective under the 1933 Act, (ii) following any sale of such Shares or Warrant Conversion Shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Shares or Warrant Conversion Shares are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Shares or Warrant Conversion Shares are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Purchaser’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel to the Purchaser, in a generally acceptable form, to the effect that such sale, assignment or transfer of such Shares or Warrant Conversion Shares may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) business days (or such earlier date as required pursuant to the Securities Exchange Act of 1934 or other applicable law, rule or regulation for the settlement of a trade initiated on the date the Purchaser delivers such legended certificate representing such Shares or Warrant Conversion Shares to the Company) following the delivery by the Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Shares or Warrant Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Purchaser as may be required above in this Section, as directed by the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Shares or Warrant Conversion Shares are DTC eligible, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the OTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such Shares or Warrant Conversion Shares that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Shares or Warrant Conversion Shares or the removal of any legends with respect to any Shares or Warrant Conversion Shares in accordance herewith.

4. MISCELLANEOUS

4.1 Entire Agreement. The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, commitment, agreements and understandings, oral or written, which shall have no further force or effect, and the Parties to any such other negotiation, commitment, agreements and writing shall have no further rights or obligations thereunder.

4.2 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

4.4 Further Assurances; Due Diligence. The Company shall execute and deliver such other certificates, instruments and documents as may be required to carry out the intent and accomplish the purposes of this Agreement and consummation of the transaction(s) contemplated hereby.

4.5 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

4.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party hereto.

4.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

4.8 Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts oflaw thereof. The Parties irrevocably attom to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Agreement.

4.9 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, will be settled by arbitration in the State of Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision made pursuant to such arbitration will be binding on the Parties and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

4.10 Fees. Each Party shall bear its own costs and expenses, including attorneys’ fees, in relation to this Agreement.

4.11 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and same agreement. Delivery of an executed counterpart of a signature page to this Agreement by photocopy, facsimile or scanned and transmitted via electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement and fully binding on the Parties to the same extent as original signatures.

4.12 Notices. All notices to any Party required or permitted hereunder shall be in writing and shall be sent to the physical address or email address set forth for such Party as follows:

To the Company:

Sharing Services Global Corporation

5200 Tennyson Parkway, Suite 400, Plano,

Texas 75024

Attention: John “JT” Thatch

Email: jt@shrginc.com

To the Purchaser:

HWH International Inc.

Attn: Chan Heng Fai Ambrose

Address: 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989

Email: fai@alsetinternational.com

Any such notice shall be deemed effectively given (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed electronic transmission or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a recognized national overnight courier, specifying next day delivery, or two days after deposit with a recognized international overnight courier, specifying two day delivery, in each case with written verification of receipt.

4.13 Construction of Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Signed by the Company:

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	Signed by the Purchaser:

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Securities Purchase Agreement]

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of May 9, 2024, by and among Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Company”) and HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Purchaser” and together with the Company, the “Parties” and each a “Party”).

WHEREAS, the Company desires to sell to the Purchaser the Convertible Note, as defined herein; and

1.	PURCHASE AND SALE

1.1 Closing; Cash Consideration.

(b) The Closing. Within seven (7) calendar days of the execution of this Agreement, provided the terms and conditions set forth herein have been satisfied, the Company shall deliver the Convertible Note to the Purchaser and the Purchaser shall deliver the Cash Consideration via wire transfer of immediately available funds to such account as the Company shall designate in writing (the “Closing”). The date on which the Closing shall occur is referred to as the “Closing Date”.

2.	REPRESENTATIONS AND WARRANTIES

(d) The authorized and issued capital stock of the Company is as follows:

(i) Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding as of December 31, 2023;

(ii) Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding as of December 31, 2023;

(iii) Series C convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,220,000 shares issued and outstanding as of December 31, 2023;

(iv) Series D preferred stock, $0.0001 par value, 26,000 shares issued and outstanding

as of December 31, 2023;

(vi) Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding as of December 31, 2023.

(e) The Shares, upon the issuance thereof, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all claims, liens, pledge, right of first refusal, security interest and encumbrances; will be free of restrictions on transfer other than applicable state and federal securities laws; and will be issued in compliance with all applicable federal and state securities laws.

(t) No “bad actor” disqualifying event described in Rule 506(d)(l)(i-viii) of the 1933 Act is applicable to the Company or, to the Company’s knowledge, any Company Covered Person. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 of the 1933 Act, any person listed in the first paragraph of Rule 506(d)(l) of the 1933 Act.

(h) The Company is not a party to any written or oral agreement to issue any equity to any party other than the Purchaser.

(j) No proceedings relating to the Convertible Note, Shares or any currently outstanding equity of the Company, are pending or, to the knowledge of the Company, threatened before any court, arbitrator or administrative or governmental body that would adversely affect the Company’s right to issue the Convertible Note or Shares to the Purchaser. <ff!>

(k) All corporate action required to be taken by the Company’s board of directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Convertible Note at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing, and the issuance and delivery of the Convertible Note has been taken or will be taken prior to the Closing.

(l) The Company operates its business in compliance with applicable law and has all necessary regulatory permits to conduct its business as conducted and as planned to be conducted.

(m) No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that has not been publicly announced, and could have a material adverse effect on the Purchaser’s investment hereunder or could cause the Company to have a Material Adverse Effect. The Company warrants that there is no legal proceeding and is not subject to any pending, or to its knowledge, threatened, legal proceedings against or affecting it, its business, assets, or property, and to the Company’s knowledge there are no grounds on which any legal proceeding could be brought against or affecting it, its business, assets, or property. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under the Agreement. “Subsidiaries” means any entity in which the Company, directly or indirectly, controls or operates all or any part of the business, operations or administration of such entity, and each of the foregoing, is individually referred to herein as a “Subsidiary”.

(r) The foregoing representations, warranties and acknowledgments are true and accurate of the date hereof. The Company agrees to indemnify and hold harmless the Purchaser and their affiliates, officers, members, managers, partners, agents and attorneys from any and all claims, actions, causes of action, judgments, damages, losses or costs (including, without limitation, reasonable attorneys’ fees incurred in connection therewith or in defense thereof) of any nature whatsoever arising from, related to, or incurred as a result of the breach, or alleged breach, of any representation, warranty or covenant contained in this Agreement or in any other document executed by the Company in connection with this investment.

(b) The Purchaser is acquiring any Shares solely for its own account for working capital and investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser acknowledges that the Shares are not registered under the 1933 Act, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the 1933 Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

2.3 Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to purchase the Convertible Note at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived.

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 2.1 shall be true and correct in all respects as of the Closing.

2.4 Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell the Convertible Note to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 2.2 shall be true and correct in all respects as of the Closing.

3.	COVENANTS

3.1 Financial Covenant. The Company agrees that it shall not incur any unnecessary additional debt or liability during the term of this Agreement.

3.5 Piggyback Registration Rights. The Company shall include on the next registration statement the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) the Shares and any other shares of the common stock of the Company held by the Purchaser as of such date (the “Registrable Securities”). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to keep such registration statement continuously effective under the 1933 Act until the first to occur of: (A) the date that is one (1) year from the date the registration statement is declared effective by the SEC and (B) the date that all Registrable Securities covered by such registration statement have been sold. Notwithstanding the registration obligations set forth in this Section, if the Company is unable to register all of the Registrable Securities on a single registration statement due to applicable law or regulation, the Company agrees to promptly inform Purchaser and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. The Purchaser shall hold the registration rights set forth herein for as long as they remain a shareholder, or holder of any warrants, of the Company.

3.6 Legends. The Purchaser understands that the Shares will be issued pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, such Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates);d,a—,

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IBE 1933 ACT, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWIIBSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Certificates evidencing such Shares shall not be required to contain the legend set forth above or any other legend (i) while a registration statement covering the resale of such Shares is effective under the 1933 Act, (ii) following any sale of such Shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Shares are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Shares are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Purchaser’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel to the Purchaser, in a generally acceptable form, to the effect that such sale, assignment or transfer of such Shares may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) business days (or such earlier date as required pursuant to the Securities Exchange Act of 1934 or other applicable law, rule or regulation for the settlement of a trade initiated on the date the Purchaser delivers such legended certificate representing such Shares to the Company) following the delivery by the Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Purchaser as may be required above in this Section, as directed by the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Shares are DTC eligible, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such Shares that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Shares or the removal of any legends with respect to any Shares in accordance herewith.

4.	MISCELLANEOUS

4.2 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.8 Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts oflaw thereof. The Parties irrevocably attorn to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Agreement.

4.10 Fees. Each Party shall bear its own costs and expenses, including attorneys’ fees, in relation to this Agreement.

4.12 Notices. All notices to any Party required or permitted hereunder shall be in writing and shall be sent to the physical address or email address set forth for such Party as follows:

	To the Company:

	Sharing Services Global Corporation
	5200 Tennyson Parkway, Suite 400, Plano,
	Texas 75024
	Attention:	John “JT” Thatch
	Email:	jt@shrginc.com

	To the Purchaser:

	HWH International Inc.
	Attn: Chan Heng Fai Ambrose
	Address:	9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989
	Email:	fai@alsetinternational.com

Any such notice shall be deemed effectively given (i) upon personal delivery to the Party to be notified; (ii) when sent confirmed electronic transmission or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a recognized national overnight courier, specifying next day delivery, or two days after deposit with a recognized international overnight courier, specifying two day delivery, in each case with written verification of receipt.

4.13 Construction of Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.

[Signature Page Follows]

IN WI1NESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Signed by the Company:

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	Signed by the Purchaser:

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

CONVERTIBLE NOTE

Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of June 6, 2024, by and among Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Company”) and HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Purchaser” and together with the Company, the “Parties” and each a “Party”).

WHEREAS, the Company desires to sell to the Purchaser the Convertible Note, as defined herein; and

1. PURCHASE AND SALE

1.1 Closing; Cash Consideration.

(b) The Closing. Within seven (7) calendar days of the execution of this Agreement, provided the terms and conditions set forth herein have been satisfied, the Company shall deliver the Convertible Note to the Purchaser and the Purchaser shall deliver the Cash Consideration via wire transfer of immediately available funds to such account as the Company shall designate in writing (the “Closing”). The date on which the Closing shall occur is referred to as the “Closing Date”.

2. REPRESENTATIONS AND WARRANTIES

(d) The authorized and issued capital stock of the Company is as follows:

(i) Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding as of December 31, 2023;

(ii) Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding as of December 31, 2023;

(iii) Series C convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,220,000 shares issued and outstanding as of December 31, 2023;

(iv) Series D preferred stock, $0.0001 par value, 26,000 shares issued and outstanding

as of December 31, 2023;

(vi) Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding as of December 31, 2023.

(h) The Company is not a party to any written or oral agreement to issue any equity to any party other than the Purchaser.

(k) All corporate action required to be taken by the Company’s board of directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Convertible Note at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing, and the issuance and delivery of the Convertible Note has been taken or will be taken prior to the Closing.

(l) The Company operates its business in compliance with applicable law and has all necessary regulatory permits to conduct its business as conducted and as planned to be conducted.

(m) No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that has not been publicly announced, and could have a material adverse effect on the Purchaser’s investment hereunder or could cause the Company to have a Material Adverse Effect. The Company warrants that there is no legal proceeding and is not subject to any pending, or to its knowledge, threatened, legal proceedings against or affecting it, its business, assets, or property, and to the Company’s knowledge there are no grounds on which any legal proceeding could be brought against or affecting it, its business, assets, or property. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under the Agreement. “Subsidiaries” means any entity in which the Company, directly or indirectly, controls or operates all or any part of the business, operations or administration of such entity, and each of the foregoing, is individually referred to herein as a “Subsidiary”.

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 2.1 shall be true and correct in all respects as of the Closing.

(a) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 2.2 shall be true and correct in all respects as of the Closing.

3. COVENANTS

3.1 Financial Covenant. The Company agrees that it shall not incur any unnecessary additional debt or liability during the term of this Agreement.

3.5 Piggyback Registration Rights. The Company shall include on the next registration statement the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) the Shares and any other shares of the common stock of the Company held by the Purchaser as of such date (the “Registrable Securities”). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to keep such registration statement continuously effective under the 1933 Act until the first to occur of: (A) the date that is one (1) year from the date the registration statement is declared effective by the SEC and (B) the date that all Registrable Securities covered by such registration statement have been sold. Notwithstanding the registration obligations set forth in this Section, if the Company is unable to register all of the Registrable Securities on a single registration statement due to applicable law or regulation, the Company agrees to promptly inform Purchaser and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. The Purchaser shall hold the registration rights set forth herein for as long as they remain a shareholder, or holder of any warrants, of the Company.

3.6 Legends. The Purchaser understands that the Shares will be issued pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities Jaws, and except as set forth below, such Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificate

THE SECURITIES REPRESENTED BY TIDS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO IBE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

4. MISCELLANEOUS

4.2 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.8 Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. The Parties irrevocably attorn to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Agreement.

4.10 Fees. Each Party shall bear its own costs and expenses, including attorneys’ fees, in relation to this Agreement.

4.12 Notices. All notices to any Party required or permitted hereunder shall be in writing and shall be sent to the physical address or email address set forth for such Party as follows:

To the Company:

Sharing Services Global Corporation

5200 Tennyson Parkway, Suite 400, Plano,

Texas 75024

Attention: John “IT’ Thatch

Email: jt@shrginc.com

To the Purchaser:

HWH International Inc.

Attn: Chan Heng Fai Ambrose

Address: 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989

Email: fai@alsetinternational.com

4.13 Construction of Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.

[Signature Page Follows]

IN WI1NESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Signed by the Company:

	Sharing Services Global Corporation

	By:	/s/ John “JT” Thatch
	Name:	John “JT” Thatch
	Title:	Chief Executive Officer

	Signed by the Purchaser:

	HWH International Inc.

	By:	/s/ Ronald Wei
	Name:	Ronald Wei
	Title:	CFO

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

CONVERTIBLE NOTE

Exhibit 10.4

ADDENDUM

THIS ADDENDUM (this “Addendum”) is entered into on 19^th day of June 2024 between Sharing Services Global Corporation, a Nevada corporation, having its principal office at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (“SHRG”) and HWH International Inc., a Delaware corporation, having its principal office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 (“HWH” and together with SHRG, the “Parties”, each a “Party”).

WHEREAS, the Parties entered into a Securities Purchase Agreement dated 6 June 2024 (the “SPA”).

WHEREAS, subject to the terms and conditions set forth in the SPA, SHRG issued to HWH and the Parties entered into a Convertible Promissory Note dated 6 June 2024, in the form of Exhibit A under the SPA (the “Note”). The SPA and its attachment, the Note, shall collectively be referred to as the “SPAs”.

NOW THEREFORE, the Parties agree as follows:

1.	It is hereby and expressly agreed between the Parties that Section l.l(a) of the SPA shall be replaced in its entirety with the following:

1.l(a)

Cash Consideration. Subject to the terms and conditions set forth in this Agreement, the Company shall issue to the Purchaser at the Closing (as defined below) and the Purchaser shall purchase from the Company at the Closing a Convertible Promissory Note in the amount of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00), in the form of Exhibit A hereto (the “Convertible Note”), which shall be convertible into One Hundred and Twenty-Five Million (125,000,000) shares of the Company’s common stock at the option of the Purchaser (the “Shares”) for an aggregate purchase price of Two Hundred and Fifty Thousand United States Dollars (US$250,000.00) (the “Cash Consideration”). The Closing shall take place as the Parties may mutually agree and may be accomplished via electronic mail.

2.	It is hereby and expressly agreed between the Parties that Section 3.3 of the Note shall be replaced in its entirety with the following:

3.3

Conversion Rate. The number of whole shares of Common Stock into which this Note may be converted (the “Conversion Shares”) at US$0.002 (the “Conversion Rate”).

3.	This Addendum shall apply with effect from 19 June 2024 (the “Effective Date”).

4.	Except to the extent expressly provided for in this Addendum, all other terms and conditions of the SPAs shall apply to this Addendum and shall remain in full force and effect.

5.	Unless as expressly provided in this Addendum, all words and expressions shall have the meanings assigned to them in the SPAs.

6.	This Addendum shall be deemed to be made in the State of Delaware, subject to, governed by and construed in all respects in accordance with the laws of the State of Delaware for any intent and purpose.

Each of the Parties hereto has caused this Addendum to be executed by its duly authorised representatives as of the date above written.

Signed for and on behalf of		Signed for and on behalf of
Sharing Services Global Corporation		HWH International Inc.

/s/ John “JT” Thatch		/s/ Ronald Wei
By:	John “JT” Thatch	By:	Ronald Wei
Chief Executive Officer		Chief Financial Officer

Confidential

Page 1 of 1

Cover	Jan. 17, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Jan. 17, 2024
Entity File Number	000-55997
Entity Registrant Name	SHARING SERVICES GLOBAL CORPORATION
Entity Central Index Key	0001644488
Entity Tax Identification Number	30-0869786
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5200 Tennyson Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	(469)
Local Phone Number	304-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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