8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

November 3, 2023

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 3, 2023, Sharing Services Global Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with HWH World, Inc. (“HWH”), a subsidiary of the Company. The Asset Purchase Agreement became effective on July 1, 2023 (the “Effective Date”). Pursuant to the Asset Purchase Agreement, the Company purchased and assumed HWH’s inventory and the Company was granted (i) the exclusive right to license HWH’s patents and trademarks pursuant to the IP Agreement (as defined below), (ii) the right to manufacture and sell HWH’s product and inventory worldwide, and (iii) certain liabilities of HWH including liabilities related to the inventory (the “Assumed Liabilities”) incurred as of June 30, 2023 (collectively the “Acquired Assets”).

The purchase price from the Company to HWH for the Acquired Assets was (i) $10.00 paid in cash, (ii) up to $757,641.98 payable from the gross proceeds generated from the sale of HWH’s inventory, payable quarterly to HWH, commencing with the quarter ending on December 31, 2023, (iii) 1% of the gross sale price of the Company’s products commencing November 1, 2023 through October 31, 2023, subject to limitations set forth in the Asset Purchase Agreement, and (iv) the Assumed Liabilities.

The Asset Purchase Agreement contains customary confidentiality and indemnification provisions and customary representations, warranties and covenants by the parties for transactions of this type.

In connection with the Asset Purchase Agreement, on November 3, 2023, the Company and HWH entered into a Bill of Sale and Assumption Agreement (the “Bill of Sale”), which became effective on the Effective Date, pursuant to which all rights, title and interests set forth in the Asset Purchase Agreement were transferred and assigned to the Company.

In connection with the Asset Purchase Agreement, on November 3, 2023, the Company and HWH also entered into the Exclusive Intellectual Property License Agreement (the “IP Agreement”) as discussed above, which became effective on the Effective Date. Pursuant to the IP Agreement, HWH granted the Company an exclusive, non-transferable worldwide license to use HWH’s intellectual property (the “IP”) as set forth in the IP Agreement. The purchase price from the Company to HWH for the IP was (i) $10.00 paid in cash and (ii) 1% of the gross sales price of all new products made and sold, outside of the existing inventory conveyed under the terms of the Asset Purchase Agreement commencing November 1, 2023. The IP Agreement terminates on November 1, 2033.

As previously disclosed on Current Report on Form 8-K on July 31, 2023, the Company and Decentralized Sharing Systems, Inc. (“Decentralized”), entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company purchased 1,000 shares of common stock, par value $0.001 per share, (the “Shares”) representing all of the issued and outstanding shares of common stock of HWH Holdings, Inc. (“HWHH”). The Company purchased the Shares at a purchase price of (i) $10 paid immediately in cash, and (ii) up to $711,300 payable from the gross proceeds generated from the sale of HWHH’s inventory (the “Inventory Proceeds”), payable quarterly, as set forth in the SPA.

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On November 3, 2023, the Company, DSSI, and Ascend Management Pte. Ltd. (the “Assuming Party”), entered into an Assignment and Assumption Agreement (the “Assignment Agreement”), which became effective on the Effective Date. Pursuant to the Assignment Agreement, the Assuming Party received the Shares and assumed all the Company’s duties, liabilities and obligations under the SPA, including the Company’s obligation to pay the Inventory Proceeds to Decentralized, in exchange for the purchase price of $1,000 to the Company. Pursuant to which, Decentralized agreed to pay, perform, and discharge, as and when due, all obligations of the Company under the SPA.

The Assignment Agreement contains customary representations, warranties and covenants by the parties for transactions of this type.

The foregoing descriptions of the Asset Purchase Agreement, the Bill of Sale, the IP Agreement and the Assignment Agreement is qualified in its entirety by reference to the Asset Purchase Agreement, the Bill of Sale, the IP Agreement and the Assignment Agreement, a copy of each is filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1†	Asset Purchase Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023
10.2	Bill of Sale and Assumption Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023
10.3	Exclusive Intellectual Property License Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023
10.4	Assignment and Assumption Agreement between Sharing Services Global Corporation, Decentralized Sharing Systems, Inc., and Ascend Management Pte. Ltd., dated November 3, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation S-K.

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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: November 21, 2023	SHARING SERVICES GLOBAL CORPORATION
	By:	/s/ John Thatch
	Name:	John Thatch
	Title:	Chief Executive Officer and Vice Chairman of the Board of Directors

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EX-10.1

Exhibit 10.1

TABLE OF CONTENTS

ARTICLE I PURCHASE AND SALE		4
	Section 1.01 Purchase and Sale of Assets	4
	Section 1.02 Excluded Assets.	4
	Section 1.03 Assumed Liabilities.	5
	Section 1.04 Purchase Price	5
	Section 1.05 Allocation of Purchase Price.	6
	Section 1.06 Withholding Tax.	6
	Section 1.07 Third-Party Consents.	6
ARTICLE II CLOSING		6
	Section 2.01 Closing	6
	Section 2.02 Closing Deliverables.	6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		6
	Section 3.01 Organization and Authority of Seller.	6
	Section 3.02 No Conflicts or Consents.	7
	Section 3.03 Financial Statements.	7
	Section 3.04 Undisclosed Liabilities.	7
	Section 3.05 Absence of Certain Changes, Events, and Conditions.	7
	Section 3.06 Assigned Contracts.	7
	Section 3.07 Title to Purchased Assets.	7
	Section 3.12 Legal Proceedings; Governmental Orders.	7
	Section 3.13 Compliance with Laws	7
	Section 3.14 Taxes.	7
	Section 3.15 Brokers	8
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER		8
	Section 4.01 Organization and Authority of Buyer.	8
	Section 4.02 No Conflicts; Consents.	8
	Section 4.03 Brokers.	8
	Section 4.04 Legal Proceedings.	8

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ARTICLE V COVENANTS		9
	Section 5.01 Confidentiality.	9
	Section 5.06 Transfer Taxes.	9
	Section 5.07 Further Assurances.	9
ARTICLE VI INDEMNIFICATION		9
ARTICLE VII MISCELLANEOUS		9
	Section 7.01 Expenses	9
	Section 7.02 Notices	10
	Section 7.03 Interpretation; Headings	10
	Section 7.04 Severability.	10
	Section 7.05 Entire Agreement.	10
	Section 7.07 Amendment and Modification; Waiver	11
	Section 7.08 Governing Law; Submission to Jurisdiction[; Waiver of Jury Trial].	11
	Section 7.09 Counterparts.	11

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EXHBITS & SCHEDULES

Exhibit A	Bill of Sale
Exhibit B	License Agreement
Schedule 1.01(a)	Inventory
Schedule 1.03(a)(i)	Assumed Liabilities
Schedule 1.04(c)	Wire Transfer Instructions
Exhibit C	Seller’s Products

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), made effective as of June 30, 2023, is entered into between HWH World, Inc., a Texas corporation (“Seller”), Sharing Services Global Corporation, a Nevada corporation (“Buyer”).

RECITALS

WHEREAS, Seller is engaged in the business of product sourcing and distribution (the “Business”); and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, the Seller’s outstanding inventory, subject to the terms and conditions set forth herein;

WHEREAS, Seller requires certain liabilities related to the inventory, directly or indirectly, to be assumed by the Buyer, which the Buyer wishes to do, subject to the terms and conditions set forth herein; and

WHEREAS, Seller wishes to grant to the Buyer the exclusive right to license of its patents, trademarks, rights to manufacture, and rights sell its products and inventory worldwide, and Buyer wishes to purchase and accept from Seller, this exclusive licensing agreement, subject to the terms, conditions and understandings set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in, to:

(a) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories, including that set forth on Section 1.01 (a) of the disclosure schedules attached hereto;

(collectively, the “Inventory” or “Purchased Assets”)

Section 1.02 Excluded Assets. Reserved.

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Section 1.03 Assumed Liabilities.

(a) Subject to the terms and conditions set forth herein. Buyer shall assume and agree to pay, perform, and discharge only the following liabilities of Seller (collectively, the “Assumed Liabilities”), and no other liabilities. Such Assumed Liabilities shall be defined those trade payables incurred as of June 30,2023, by the Seller, including but not limited to:

(i) all trade accounts payable of Seller to third parties in connection with the Purchased Assets that remain unpaid as of June 30,2023 as set forth on Section 1.03(a)(1) of the Disclosure Schedule;

(b) Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform, or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities, including, without limitation, any Liabilities arising from the Maiden Litigation.

Section 1.04 Purchase Price.

(a) The aggregate purchase price (the “Purchase Price”) for the Purchased Assets shall be:

(i) the payment of $10.00 in cash (the “Cash Purchase Price”) to the Seller.

(ii) the payment up to a maximum of $757,641.98 paid from Gross Proceeds (as defined hereinafter) generated from the sale of the Inventory (the “Inventory Proceeds”) shall be paid quarterly to HWH World or its assigns within fifteen (15) calendar days of the last calendar day on which the quarter, commencing with the quarter ending on December 31,2023. “Gross Proceeds” shall mean any amounts that HWH World receives from the sale of Seller’s Inventory (as defined above), net of the related costs, as described and detailed on Section 1.01 (a) of the Disclosure Schedules;

(iii) the payment of one percent (1%) of the gross sale price (“Royalty Proceeds”, of all Seller’s Products, with the type an historical names of such products being further defined in Exhibit C (“Seller’s Products”), sold, but not including the existing inventory items set forth in Exhibit A, for a period commencing November 1, 2023 and ending October 31,2033.

(iv) plus the assumption of the Assumed Liabilities; and

(b) For avoidance of any doubt, Buyer must conduct the sales of any Inventory in a manner that maximizes the Gross Proceeds.

(c) Buyer shall pay the Cash Purchase Price on the Closing Date by wire transfer to Seller of immediately available funds in accordance with the wire transfer instructions set forth on Section 1.04 (c) of the Disclosure Schedules.

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(d) Buyer shall pay die Inventory Proceeds io Seller by wire transfer to a depository account designated by the Seller or its assigns, within thirty (30) days of Buyer receiving any funds from any third-party in connection with any future transaction involving the Purchased Assets, with the wire transfer instructions set forth on Section 1.04 (c) of the Disclosure Schedules.

(e) Buyer shall pay the Royalty Proceeds to Seller by wire transfer to a depository account designated by the Seller or its assigns, within thirty (30) days of Buyer receiving any funds from such revenue stream, with the wire transfer instructions set forth on Section 1.04 (c) of the Disclosure Schedules.

Section 1.05 Allocation of Purchase. Price. Section not used.

Section 1.06 Withholding Tax. Section not used.

Section 1.07 Third-Party Consents. To the extent that Seiler’s rights under any Purchased. Asset may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by Law and the Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer.

ARTICLE II

CLOSING

Section 2.01 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at an office of the Seller, being 1400 Broadfield Blvd., Suite 100, Houston. Texas 77084 or remotely by exchange of documents and signatures (or their electronic counterparts), at 5:00pm (CST)] time, simultaneously with the execution of this Agreement, or at such other time or place or in such other manner as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date.”

Section 2.02 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a Bill of Sale and Assumption Agreement in the form of Exhibit A attached hereto/in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, transferring the Purchased Assets to Buyer, and effecting the assignment to and assumption by Buyer of the Assumed Liabilities; and

(ii) an exclusive right to license of its patents, trademarks, rights to manufacture, and rights sell its products and inventory worldwide, to be documented and evidenced by that separate agreement, dated effective July 1,2023, herein after referred to as that “Licensing Agreement”; and

(iii) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement.

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) the Cash Purchase Price;

(ii) the Bill of Sale and Assumption Agreement duly acknowledged by Buyer, and

(iii) such other customary instruments of transfer or assumption, filings, or documents, in form and substance satisfactory to the Seller, as may be required to give effect to the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this ARTICLE III arc true and correct as of the date hereof.

Section 3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Texas. Seller has full corporate power and authority to enter into this Agreement and the other transaction documents to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and deliver}’ by Seller of this Agreement and any other transaction document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, board, and shareholder action on the part of Seller. This Agreement and the transaction documents constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms.

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Section 3.02 No Conflicts or Consents. The execution, delivery, and performance by Seller of this Agreement and the other transaction documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other governing documents of Seller; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to Seller, the Business, or the Purchased Assets; (c) require the consent, notice, declaration, or filing with or other action by any individual, corporation, partnership joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity (“Person”) or require any permit, license, or Governmental Order; (d) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any Contract to which Seller is a party or by which Seller or the Business is bound or to which any of the Purchased Assets arc subject (including any Assigned Contract); or (e) result in the creation or imposition of any charge, claim, pledge, equitable interest, lien, security interest, restriction of any kind, or other encumbrance (“Encumbrance”) on the Purchased Assets.

Section 3.03 Financial Statements. Section not used.

Section 3.04 Undisclosed Liabilities. Section not used

Section 3.05 Absence of Certain Changes, Events, and Conditions. To the best of the Seller’s knowledge, since the Balance Sheet Date, the Business has been conducted in the ordinary course of business consistent with past practice and there has not been any change, event condition, or development that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to: (a) the business, or (b) the value of the Purchased Assets.

Section 3.06 Assigned Contracts. Section not used.

Section 3.07 Title to Purchased Assets. Seller has good and valid title to all the Purchased Assets, free and clear of Encumbrances.

Section 3.08 Section Not Used.

Section 3.09 Legal Proceedings; Governmental Orders.

(a) To the best of the Seller’s knowledge, there are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Seller’s knowledge, threatened against or by Seller: (i) relating to or affecting the Business, the Purchased Assets, or the Assumed Liabilities; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b) There are no outstanding Governmental Orders against, relating to, or affecting the Purchased Assets.

Section 3.10 Compliance with Laws. Seller believes it is in compliance with all Laws applicable to the ownership and use of the Purchased Assets.

Section 3.11 Taxes. Section not used.

Section 3.12 Brokers. No broker, finder, or investment banker is entitled to any brokerage fee, finder’s fee, or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction document based upon arrangements made by or on behalf of Seller.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this ARTICLE TV are true and correct as of the date hereof.

Section 4.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other transaction documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other transaction document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the transaction documents constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

Section 4.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the other transaction documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other organizational documents of Buyer, (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyer, or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any permit, license, or Governmental Order.

Section 4.03 Brokers. No broker, finder, or investment banker is entitled to any brokerage fee, finder’s fee, or other fee or commission in connection with the transactions contemplated by this Agreement or any other transaction document based upon arrangements made by or on behalf of Buyer.

Section 4.04 Legal Proceedings. To the best of the Seller’s knowledge, there are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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ARTICLE V

COVENANTS

Section 5.01 Confidentiality. From and after the Closing, Seller shall hold in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information: (a) is generally available to and known by the public through no fault of Seller, or (b) is lawfully acquired by Seller, any of its affiliates, or their respective representatives from and after the Closing from sources which arc not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If Seller or any of its affiliates or their respective representatives are compelled to disclose any information by Governmental Order or Law, Seller shall timely notify Buyer in writing and shall disclose only that portion of such information which is legally required to be disclosed, provided that Seller, subject to the Buyer’s payment/reimbursement, shall use reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Section 5.02 Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. Any liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as liabilities not deemed to be Assumed Liabilities.

Section 5.03 Transfer Taxes. All sales taxes and/or conveyance taxes and fees (including any penalties and interest) incurred as a result of the sale of the Purchase Asset, if any, shall be borne and paid by Buyer. Any ad valorem, property taxes or similar tax associated with the Purchased Assets are part of the Assumed Liabilities by the Buyer.

Section 5.04 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other transaction documents.

ARTICLE VI

INDEMNIFICATION

Article VI and sections thereunder are intentionally deleted.

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ARTICLE VII

MISCELLANEOUS

Section 7.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 7.02 Notices. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the third (3^,d) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02):

If to Seller:	HWH World, Inc.
	1400 Broadfield Blvd., Suite 100
	Houston, Texas 77084
	Email: [                    ]
	Attention: Frank D. Heuszel, President
If to Buyer:	Sharing Services Global Corporation
	5200 Tennyson Parkway, Plano TX 75024
	Email: [                    ]
	Attention: John “JT” Thatch, Chief Executive Officer

Section 7.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instalment to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.04 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.

Section 7.05 Entire Agreement. This Agreement and the other transaction documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including, without limitation, that certain Securities Purchase Agreement made as of July 1, 2023 by and between HWH World and Buyer. In the event of any inconsistency between the statements in the body of this Agreement and those in the other transaction documents, the exhibits, and the Disclosure Schedules, the statements in the body of this Agreement will control.

Section 7.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Buyer mav not assign its rights or obligations hereunder without the prior written consent of the Seller, at the sole discretion of the Seller. The Seller may assign its rights under this Agreement to any subsidiary or affiliate without any further consent from the Buyer required. The Buyer may not assign its rights to a non-subsidiary or non-affiliatc, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of this Section shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.

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Section 7.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the part)’ so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise there of or the exercise of any other right or remedy.

Section 7.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Illis Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction documents, or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the city of Houston, Texas and county of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

(b) EACI I PARTY ACKNOWLEDGES AND AGREES THAT ANY CON TROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS. OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: 0) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of tliis Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 3^rd day of November 2023, closed at a later date, but effective for all purposes July 1, 2023, by their duly authorized officers.

HWH WORLD. INC.
By:	/s/ Frank D. Heuszel
Name:
Title:
SHARING SERVICES GLOBAL CORPORATION
By:	/s/ John Thatch
Name:	John “JT” Thatch
Title:	CEO

12

EX-10.2

Exhibit 10.2

BILL OF SALE AND ASSUMPTION AGREEMENT

This Bill of Sale and Assumption Agreement (this “Bill of Sale”) is entered into as of July 1, 2023, by and between HWH World, Inc., a Texas corporation (“Seller”), and Sharing Services Global Corporation, a Nevada corporation (“Buyer”).

1. Definitions. Unless specifically designated otherwise, capitalized terms used in this Bill of Sale shall have the meanings given them in that certain Asset Purchase Agreement between Seller and Buyer dated July 1, 2023 (the “Asset Purchase Agreement”). The terms of the Asset Purchase Agreement are incorporated herein by this reference.

2. Sale of Assets. Subject to the terms, conditions and limitations set forth in the Asset Purchase Agreement, Seller, as of the Closing Date, for valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns, grants and conveys all of Seller’s right, title and interest in and to all of the Purchased Assets, to Buyer, its successors and assigns, to its and their own use and benefit, forever.

3. Assumption. Subject to the terms, conditions and limitations set forth in the Asset Purchase Agreement, Seller hereby assigns the Assumed Liabilities to Buyer, and Buyer hereby accepts such assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants of, and to pay and discharge all of, the Assumed Liabilities.

4. Miscellaneous.

(a) Seller and Buyer hereby agree that they will, from time to time, execute and deliver such further instruments of conveyance and transfer as may be reasonably required to implement and effect (i) the sale of the Purchased Assets pursuant to the Asset Purchase Agreement, and (ii) the assumption of the Assumed Liabilities pursuant to the Asset Purchase Agreement.

(b) This Bill of Sale has been executed to implement the Asset Purchase Agreement and nothing contained herein shall be deemed or construed to impair or alter any of the provisions of the Asset Purchase Agreement.

(c) This Bill of Sale is executed and delivered in, and shall be construed and enforced in accordance with the laws of the State of Texas, without reference to conflict of law provisions, and shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties to this Bill of Sale.

[SIGNATURE PAGE FOLLOWS]

1

IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale on the date first above written.

“BUYER”		“SELLER”
SHARING SERVICES GLOBAL CORPORATION		HWH WORLD, INC.
By:	/s/ John Thatch	By:	/s/ Frank Heuszel
Name:	John “JT” Thatch	Name:	Frank Heuszel
Title:	CEO	Title:	President
Date:	11/03/2023	Date:	Nov 3, 2023

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EX-10.3

Exhibit 10.3

EXCLUSIVE INTELLECTUAL

PROPERTY LICENSE AGREEMENT

This Exclusive Intellectual Property License Agreement “Agreement” is effective as of July 01, 2023 by and among HWH World, Inc., a Texas corporation (“Licensor” or “HWH”), and Sharing Services Global Corporation, a Nevada corporation, and its subsidiaries (“Licensee” or “SHRG”).

WHEREAS, HWH owns numerous registered and unregistered trademarks, service marks, Patents, products, product formulas, product packaging, product name(s), other proprietary information, domains, domain names, distribution and production networks, Logo(s), copyrights, endorsements, and other similar intangible assets (collectively, “HWH’s Intellectual Property”); and

WHEREAS Licensee wishes to obtain a license to use HWH’s Intellectual Property in connection with its business activities and operations;

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, part of which is recited herein, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1) GRANT OF LICENSE. HWH grants an exclusive, non-transferable (except as maybe set forth herein) worldwide license to Licensee to use HWH’s Intellectual Property (as more particularly described in Exhibit A attached hereto and incorporated herein for all purposes) for Licensee’s business activities and operations. Licensee shall not sublicense the rights granted herein or otherwise approve the use of HWH’s Intellectual Property by any person; provided, however, Licensee may sublicense HWH’s Intellectual Property, directly or indirectly, to an affiliate of Licensee.

2) OWNERSHIP OF INTELLECTUAL PROPERTY. Licensee acknowledges that HWH is the exclusive owner(s) of all right, title and interest to HWH’s Intellectual Property, at no time, either during this Agreement or at any time, thereafter, shall Licensee challenge, or cause to be challenged, HWH’s exclusive ownership of all rights, title and interest to HWH’s Intellectual Property. Further, HWH shall continue to have and expressly retain the right to assign all rights title and interests in this Agreement, and related transaction documents, including, but not limited to, any third-party, affiliate, or subsidiary.

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3) ROYALTY PAYMENTS. As part of the consideration by the Licensee to Licensor, commencing on November 01, 2023, HWH shall be entitled to the payment of a 1% royalty, being defined as 1% of the gross sale price, of all Licensor’s new products made and sold, outside of that existing inventory conveyed to Licensee under the terms of that Asset Purchase Agreement of similar date, (“Royalty Payments”) for a period of 10 years to the Licensor. Royalty Payments under this Agreement shall be made by Licensee to Licensor by wire transfer to a depository account designated by the Licensor or its assigns, within thirty (30) days of Licensee receiving any funds from any third-party in connection with any transaction, sale, or exchange involving the HWH Intellectual Property, with the wire transfer instructions being set forth on Exhibit B. Such payment requirements shall extend beyond the maturity of this Agreement until all applicable payments have been received by Licensor.

4) TERM AND TERMINATION. This Agreement shall commence as of the Effective Date and remain in effect for a period ending on November 01, 2033, provided that Licensee does not terminate it. Licensee may terminate this Agreement with or without cause at any time. Immediately upon termination of this Agreement for any reason, Licensee shall permanently cease all use of HWH’s Intellectual Property.

5) BROKERS. No broker, finder, or investment banker is entitled to any brokerage fee, finder’s fee, or other fee or commission in connection with the license agreement or any transactions contemplated by this Agreement, or any other transaction document based upon arrangements made by or on behalf of Licensor.

6) ADMENDMENT AND MODIFICATION: Waiver. Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

7) COVERING LAW: SUBMISSION TO JURISDICTION: WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction documents, or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the city of Houston, Texas and county of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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8) NOTICES. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the third (3^rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses or at such other address for a party as shall be specified in a notice given.

If to Licensor:	HWH World, Inc. 1400 Broadfield Blvd., Suite 100 Houston, Texas 77084 Email: [                   ] Attention: Frank D. Heuszel, President
If to Licensee:	Sharing Services Global Corporation 5200 Tennyson Parkway, Plano TX 75024 Email: [                   ] Attention: Anthony S. Chan, Chief Financial Officer

9) INTRPRETATIONS: Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

10) REMEDIES. Licensee acknowledges that HWH’s Intellectual Property is enormously valuable to HWH and that Licensee’s continued use of HWH’s Intellectual Property after the termination of this Agreement will cause substantial and irreparable injury to HWH. Licensee acknowledges and agrees that HWH shall be entitled to automatic emergency injunctive relief from a court for specific performance of this Agreement and a violation of the trademark laws if Licensee (or its affiliates) continue to use (or seek to register) HWH’s Intellectual Property or similar intellectual property following the termination of this Agreement or otherwise create the impression that they are still connected with HWH. If HWH commences legal action to stop the use of HWH’s Intellectual Property by Licensee or Licensee’s affiliates, HWH shall be entitled to an award of its reasonable costs and attorney’s fees in addition to any other legal and equitable relief to which it may be entitled if it prevails in such action.

11) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

12) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to Licensee’s licensed use of HWH’s Intellectual Property and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

[Signature Page Follows]

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LICENSOR:
HWH World, Inc.,
a Texas corporation
By:	/s/ Frank D. Heuszel
Name:	Frank D. Heuszel
Title:	President
LICENSEE:
SHARING SERVICES GLOBAL CORPORATION
a Nevada corporation
By:	/s/ John Thatch
Name:	John “JT” Thatch
Title:	CEO

[Exhibit A Follows]

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EXHIBIT A

Registered and unregistered trademarks, service marks, Patents, products, product formulas, product packaging, product name(s), other proprietary information, domains, domain names, distribution and production networks, Logo(s), copyrights, endorsements, and another similar intangible assets.

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EX-10.4

Exhibit 10.4

Assignment and Assumption Agreement

This Assignment and Assumption Agreement (“Agreement”) made effective as of July 1, 2023 (the “Effective Date”), is entered into by and among Sharing Services Global Corporation, a Nevada corporation (“Assigning Party”), Ascend Management Pte. Ltd., a Singaporean private limited company (“Assuming Party”), and Decentralized Sharing Systems, Inc., a Nevada corporation (“Decentralized”) (solely with respect to Section 5 hereof).

RECITALS

WHEREAS, Assigning Party purchased 1,000 shares of common stock, par value $0.01 per share, of HWH Holdings, Inc., a Texas corporation (“HWH”), representing all of the issued and outstanding shares of capital stock of HWH (the “Assigned Stock”), pursuant to that certain Securities Purchase Agreement made as of July 1, 2023 by and between Decentralized and Assigning Party, a copy of which, together with all amendments thereto, is attached hereto as Exhibit A (the “Prior Agreement”); and

WHEREAS, Assigning Party wishes to assign the Assigned Stock and its rights and obligations under the Prior Agreement to the Assuming Party on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment and Assumption.

1.1 Assignment of Assigned Stock. In consideration of the payment of $ 1,000 to Assigning Party on or prior to the Effective Date and the Assumption of Liabilities (as defined below), Assigning Party irrevocably sells, assigns, grants, conveys, and transfers to Assuming Party all of Assigning Party’s right, title, and interest in and to the Assigned Stock.

1.2 Assumption of Liabilities. Assuming Party unconditionally accepts such assignment and assumes all of Assigning Party’s duties, liabilities, and obligations under the Prior Agreement, including, without limitation, Assigning Party’s obligation to pay the Inventory Proceeds (as defined in the Prior Agreement) to Decentralized, and agrees to pay, perform, and discharge, as and when due, all of the obligations of Assigning Party under the Prior Agreement.

2. Acknowledgment Regarding Business Consulting Agreement. Assuming Party: (i) acknowledges that simultaneously herewith Assigning Party, Assuming Party and HWH are entering into a Business Consulting Agreement substantially in the form attached hereto as Exhibit B (the “BCA”); and (ii) covenants and agrees that it will cause HWH to fulfill its obligations thereunder.

3. Representations and Warranties of Assigning Party. The Assigning Party represents and warrants that: (a) Assigning Party is the true and lawful owner of the Assigned Stock and has good title to the same; (b) the Assigning Party has made no prior assignment or sale of the Assigned Stock and that no other person or entity has any right, title, or interest therein; (c) the execution and delivery hereof by the Assigning Party and the assignment of all its right, title, and interest in and to the Assigned Stock does not contravene its governing documents or any agreement to which the Assigning Party is a party or by which it or its property is bound; (d) no liens, encumbrances, charges, or security interests of any kind exist on the date hereof against the Assigned Stock; and (e) Assigning Party hereby warrants and defends title to the Assigned Stock to Assuming Party against the claims and demands of all persons.

4. Representations and Warranties of Assuming Party. Assuming Party has been advised that the Assigned Stock is not registered under the Securities Act of 1933 nor under the securities act of any state and represents, warrants, and agrees that: (a) Assuming Party is acquiring the securities represented by the Assigned Stock for its own account, solely for investment purposes, and not with a view to resale of said securities; (b) Assuming Party has such knowledge and experience in business and financial matters which enables it to be capable of evaluating the risks and merits of this investment; (c) Assuming Party is able to bear the economic risks of this investment; (d) the Assigned Stock will be not resold or otherwise transferred or assigned by Assuming Party without appropriate compliance with the registration provisions of the Securities Act of 1933 and applicable state blue sky laws or exemption therefrom; and (e) Assuming Party has been provided with access to all information which it deems material to formulating an investment decision and that such information has been sufficient to make an informed decision.

5. Waiver. Assigning Party and Assuming Party acknowledge that the Prior Agreement is not transferable or assignable pursuant to Section 4.3 of the Prior Agreement, and that by virtue of Decentralized’s acknowledgement and consent reflected at the signature page of the Agreement, it is understood that Decentralized has agreed that compliance with Section 4.3 of the Prior Agreement is hereby waived.

6. Acceptance by Assuming Party. Assuming Party: (a) accepts the assignment of all Assigning Party’s right, title, and interest in and to the Assigned Stock; and (b) agrees to be bound by all the terms, covenants, and conditions of this Agreement and of the Prior Agreement. Assuming Party hereby indemnifies and holds Assigning Party, and its officers, directors, stockholders, employees, members, and agents harmless against any and all losses, costs, and expenses (including reasonable attorneys’ fees) arising out of any obligations of Assuming Party relating to the Assigned Stock or the Assumed Liabilities which occur on or after, or arise from events occurring on or after, the date hereof.

7. Further Assurances. Assigning Party shall promptly execute and deliver to Assuming Party any additional instrument or other document which Assuming Party reasonably requests to evidence or better effect the assignments contained herein.

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8. Heirs, Successors, and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

9. Defined Terms. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Prior Agreement.

10. Notices. Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other party at its address set out below (or to such other address that the receiving party may designate from time to time in accordance with this section). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Notice to Assuming Party to:	Ascend Management Pte. Ltd.
	Address: 70B Telok Blangah Heights
	#04-517, Telok Blanch Heights,
	Singapore (102070)
	Attention: Mr. Tan Teck Liang
	Telephone: [                    ]
	Email: [                    ]
Notice to Assigning Party to:	Sharing Services Global Corporation
	Address: 5200 Tennyson Parkway Plano, TX 75024
	Attention: John “JT” Thatch
	Telephone: [                    ]
If to Decentralized to:	Decentralized Sharing Systems, Inc.
	Address: 1400 Broadfield Blvd., Ste. 100
	Houston, Texas 77084
	Attention: Travis Heuszel, Esq.
	Telephone: [                    ]
	Email: [                    ]

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With copies to:	Sichenzia Ross Ference LLP
	1185 Avenue of the Americas, 31st Floor ,
	New York, New York 10036
	Attention: Darrin M. Ocasio, Esq.
	Facsimile No.: [                    ]
	Sichenzia Email: [                    ]

11. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references in this Agreement: (x) to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein are an integral part of this Agreement to the same extent as if they were set out verbatim herein.

12. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14. Entire Agreement. This Agreement, together with all related exhibits and schedules, is the sole and entire agreement of the parties to this Agreement regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

15. Amendment and Modification. No amendment to or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each party to this Agreement.

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16. Waiver.

(a) No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by an authorized representative of the party waiving its right,

(b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

(c) None of the following is a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:

(i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or

(ii) any act, omission, or course of dealing between the parties.

17. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise.

18. Equitable Remedies. Each of Assigning Party and Assuming Party acknowledges that a breach or threatened breach by it of any of its obligations under this Agreement would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and hereby agrees that if a breach or a threatened breach by such party of any such obligations occurs, the other Party will, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

19. No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Despite the previous sentence, the parties hereby designate Assigning Party and Assuming Party hereby designate their respective officers, directors, employees, agents, affiliates, successors and permitted assigns as third-party beneficiaries of Section 4 having the right to enforce Section 4.

20. Choice of Law. This Agreement and exhibits and schedules attached hereto, and all matters arising out of or relating to this Agreement, except for paragraph 5 and the waiver and consent by Decentralized, are governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

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21. Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, and exhibits and schedules attached hereto, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court, Southern District of New York or, if such court does not have subject matter jurisdiction, the courts of the State of New York, sitting in New York County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court, Southern District of New York or, if such court does not have subject matter jurisdiction, the courts of the State of New York sitting in New York County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

22. WAIVER OF JURY TRIAL. Each party acknowledges and agrees that any controversy that may arise under this Agreement, including exhibits and schedules attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury about any legal action arising out of or relating to this Agreement, including any exhibits or schedules attached to this Agreement, or the transactions contemplated hereby. Each party certifies and acknowledges that (a) no Representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver IN THE EVENT of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

23. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SHARING SERVICES GLOBAL CORPORATION
BY:	/s/ John Thatch
NAME:	John “JT” Thatch
TITLE:	CEO

ASCEND MANAGEMENT PTE. LTD.
BY:	/s/ Tan Teck Liang
NAME:	Tan Teck Liang (Adam)
TITLE:	Director

IN WITNESS WHEREOF, the undersigned, although not a party to the Agreement, has waived its no assignment provisions in the Prior Agreement, and is consenting to the assignment of Sharing Services Global Corporation’s promises and obligations in the Prior Agreement to Ascend, i.e. the Assuming Party.

DECENTRALIZED SHARING SYSTEMS, INC
BY:	/s/ Frank D. Heuszel
NAME:	Frank D. Heuszel
TITLE:	President
DATE:

7

EXHIBIT A

Securities Purchase Agreement made as of July 1,2023 by and between Decentralized and
Sharing Services Global Corporation.

8

EXHIBIT B

BUSINESS CONSULTING AGREEMENT

9

XML

Cover	Nov. 03, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 03, 2023
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	true
Elected Not To Use the Extended Transition Period	false