Material Agreement Form 8 K

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 208,333,333 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.