SharonAI Holdings Inc. – Credit Agreements Watch

from S-1 25 pages Neither This Convertible Note Agreement Nor the Securities Into Which This Convertible Note Agreement Is Convertible Have Been Registered With the United States of America Securities and Exchange Commission or the Securities Commission of Any State in the United States of America. These Securities Have Been Sold in Reliance Upon an Exemption From Registration Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable State Securities Laws. 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. Convertible Note Agreement Between Sharonai, Inc. (Issuer, as Such Term Is Further Defined Below) and SharonAI Pty Ltd Acn 645 215 194 (Sharonai) and the Party Listed in Schedule 1

from 8-K 24 pages Neither This Convertible Note Agreement Nor the Securities Into Which This Convertible Note Agreement Is Convertible Have Been Registered With the United States of America Securities and Exchange Commission or the Securities Commission of Any State in the United States of America. These Securities Have Been Sold in Reliance Upon an Exemption From Registration Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable State Securities Laws. 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. Convertible Note Agreement Between Sharonai, Inc. (Issuer, as Such Term Is Further Defined Below) and Sharonai Pty Ltd Acn 645 215 194 (Sharonai) and the Party Listed in Schedule 1