SharonAI Holdings Inc. – Material Contracts Watch

from 8-K 23 pages Independent Contractor Agreement - Corporate Date of the Agreement Is the Date Specified in Item 1 of the Schedule Parties the Party Described in Item 2 of the Schedule (Company) the Party Described in Item 3 of the Schedule (Parent Company) the Party Described in Item 4 of the Schedule (Contractor) Recitals a the Company Agrees to Appoint the Contractor to Provide the Services and the Contractor Agrees to the Appointment on the Terms and Conditions Set Out in This Agreement. B the Contractor Will Engage the Key Person to Assist the Contractor to Provide the Services. C the Parent Company Is a Party to This Agreement for the Purpose of Guaranteeing the Performance of the Company’s Obligations Under This Agreement. the Parties Agree 1 Definitions and Interpretation 1.1 Definitions Confidential Information Means

from 8-K 7 pages B the Employment Was Governed by an Employment Contract Dated 30 March 2024, Which Was Superseded by a New Employment Contract Dated 30 April 2026 (Employment Contract). the Parent Company Is a Party to the Employment Contract and Guarantees Particular Obligations of the Employer Under the Employment Contract. C Pursuant to the Employment Contract and in Connection With the Employment, the Employee Was Eligible to Participate in Equity Incentive Programs Operated by the Parent Company, Including: (I) the Sharonai Inc. 2024 Omnibus Equity Incentive Plan (2024 Plan); and (II) the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (2025 Plan), (Together, the Equity Plans). D Under the Equity Plans, the Parent Company Granted the Employee Restricted Stock Units (Rsus) Pursuant to the Following Grant Notices and Rsu Award Agreements: (I) Rsu Grant Notice Dated 23 October 2024, Granted Under the 2024 Plan, for 10,750 Rsus; (II) Rsu Grant Notice Dated 6 February 2026, Granted Under the 2025 Plan, for 31,923 Rsus; (III) Rsu Grant Notice Dated 6 February 2026, Granted Under the 2025 Plan, for 97,839 Rsus; (IV) Rsu Grant Notice Dated 14 April 2026, Granted Under the 2025 Plan, for 17,744 Rsus; and (V) Rsu Grant Notice Dated 14 April 2026, Granted Under the 2025 Plan, for 14,666 Rsus; (Together, the Grant Notices, and the Rsus Awarded Under Each Grant Notice Together Being the Rsu Awards). Each Grant Notice Was Accompanied by a Restricted Stock Unit Award Agreement (Together, the Rsu Agreements)

from 8-K 23 pages 22 July 2026 Employment Offer With SharonAI Pty Ltd (Acn 645 215 194) (Employer) 1. the Terms of This Letter; 2. the Terms of Employment (Terms), a Copy of Which Is Attached. (A) Initial Each Page of the Terms; (B) Sign a Counterpart of This Letter Where Indicated; and (C) Deliver the Initialled Terms and the Counterpart Signed Copy of This Letter to US Within 7 Days of the Date of This Letter. Your Employment Under This Contract Is Otherwise Then Intended to Start on the Contract Commencement Date Set Out in the Particulars on the Next Page of This Letter

from 8-K 175 pages Securities Purchase Agreement

from 8-K 88 pages Securities Purchase Agreement

from 8-K 27 pages Registration Rights Agreement

from 8-K 175 pages Securities Purchase Agreement

from 8-K 27 pages Registration Rights Agreement

from 8-K 66 pages Securities Purchase Agreement

from 8-K 5 pages 21 May 2026 by Email Mr. Andrew Penn 6 Burns Street Prahran Victoria 3181 via Email: ANDREW.PENN@MAC.com Re: SharonAI Holdings Inc. (“Company”) 1. Appointment

from 10-Q 72 pages [*] Certain Information in This Document Has Been Excluded From This Exhibit Because It Is Both Not Material and Is the Type That the Registrant Treats as Private or Confidential. Master Services Agreement

from 8-K 9 pages Deed of Termination and Release

from 8-K 9 pages Deed of Termination and Release

from 8-K 9 pages Deed of Termination and Release

from 8-K 2 pages Employment Contract Alteration Agreement This Employment Contract Alteration Agreement (“Agreement”) Is Made and Entered Into on This April 29, 2026 Between: SharonAI Pty Ltd Abn: 44 645 215 194 of Level 1, 32 Walker Street, North Sydney Nsw 2060 (“Employer”) And: Recitals Operative Provisions` 1. Variation to Item 12 – Remuneration and Superannuation the Parties Agree That Item 12 of the Key Terms Table of the Employment Contract Is Hereby Varied as Follows: (A) the Base Salary Amount of $350,000 Is Replaced With $330,895; and (B) the Base Rsu Amount of $175,000 Is Replaced With $259, 155. 2. Variation to Item 16 – Remuneration and Superannuation the Parties Agree That Item 12 of the Key Terms Table of the Employment Contract Is Hereby Varied as Follows: (C) the Sti Award Amount of $50,000 Is Replaced With $100,000; And

from 8-K 23 pages 29 December 2025 Mr. Tim Flavin Smith Street Manly, Nsw 2095 Mobile: +61 408 416 058 Email: TIM.FLAHVIN@GMAIL.com (A) a Copy of the Fair Work Information Statement; And

from 8-K 27 pages 30/04/2026 Employment Offer With SharonAI Pty Ltd (Acn 645 215 194) (Employer) 1. the Terms of This Letter; 2. the Terms of Employment (Terms), a Copy of Which Is Attached. (A) Initial Each Page of the Terms; (B) Sign a Counterpart of This Letter Where Indicated; and (C) Deliver the Initialled Terms and the Counterpart Signed Copy of This Letter to US Within 7 Days of the Date of This Letter. Your Employment Under This Contract Is Otherwise Then Intended to Start on the Contract Commencement Date Set Out in the Particulars on the Next Page of This Letter

from 8-K 27 pages 30/04/2026 Employment Offer With SharonAI Pty Ltd (Acn 645 215 194) (Employer) 1. the Terms of This Letter; 2. the Terms of Employment (Terms), a Copy of Which Is Attached. (A) Initial Each Page of the Terms; (B) Sign a Counterpart of This Letter Where Indicated; and (C) Deliver the Initialled Terms and the Counterpart Signed Copy of This Letter to US Within 7 Days of the Date of This Letter. Your Employment Under This Contract Is Otherwise Then Intended to Start on the Contract Commencement Date Set Out in the Particulars on the Next Page of This Letter

from 8-K 28 pages 30/04/2026 Employment Offer With SharonAI Pty Ltd (Acn 645 215 194) (Employer) 1. the Terms of This Letter; 2. the Terms of Employment (Terms), a Copy of Which Is Attached. (A) Initial Each Page of the Terms; (B) Sign a Counterpart of This Letter Where Indicated; and (C) Deliver the Initialed Terms and the Counterpart Signed Copy of This Letter to US Within 7 Days of the Date of This Letter. Your Employment Under This Contract Is Otherwise Then Intended to Start on the Contract Commencement Date Set Out in the Particulars on the Next Page of This Letter

from 8-K 28 pages 30/04/2026 Employment Offer With SharonAI Pty Ltd (Acn 645 215 194) (Employer) 1. the Terms of This Letter; 2. the Terms of Employment (Terms), a Copy of Which Is Attached. (A) Initial Each Page of the Terms; (B) Sign a Counterpart of This Letter Where Indicated; and (C) Deliver the Initialled Terms and the Counterpart Signed Copy of This Letter to US Within 7 Days of the Date of This Letter. Your Employment Under This Contract Is Otherwise Then Intended to Start on the Contract Commencement Date Set Out in the Particulars on the Next Page of This Letter