Sharps Technology Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 23rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 20, 2024, between Sharps Technology, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 23rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2024, between Sharps Technology, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WARRANT TO PURCHASE COMMON STOCK SHARPS TECHNOLOGY, INC.
Warrant Agreement • June 3rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on January 29, 2030, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PIPE PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK SHARPS TECHNOLOGY, INC.
Securities Agreement • September 23rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

SECURITY AGREEMENT
Security Agreement • March 18th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • Wyoming

This SECURITY AGREEMENT, dated as of December 14, 2021 (this “Agreement”), is among Sharps Technology, Inc., a Wyoming corporation (the “Company”), all of the Subsidiaries of the Company, if any (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Promissory Notes, in the original aggregate principal amount of $2,000,000 (collectively, the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), issued pursuant to the terms of that certain Note Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”).

Contract
Purchase Warrant Agreement • April 5th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.

Underwriting Agreement
Underwriting Agreement • January 22nd, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York
Warrant Agent Agreement
Warrant Agent Agreement • April 19th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of April 19, 2022 (the “Issuance Date”) is between Sharps Technology, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK SHARPS TECHNOLOGY, INC.
Pre-Funded Warrant Agreement • October 3rd, 2023 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT SHARPS TECHNOLOGY, INC.
Common Stock Purchase Warrant • April 7th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. 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).

PERSONAL AND CONFIDENTIAL
Placement Agent Agreement • September 23rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Note Offering (the “Placement”) by Sharps Technology, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of promissory notes (“Notes”) and unregistered shares of Common Stock of the Company (together with the Notes, the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company

Warrant Agent Agreement
Warrant Agent Agreement • April 7th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Sharps Technology, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

AEGIS CAPITAL CORP.
Placement Agent Agreement • February 6th, 2023 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Sharps Technology, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its securities (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 25th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 25, 2025, between Sharps Technology, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

FORM OF STRATEGIC ADVISORY WARRANT SHARPS TECHNOLOGY, INC.
Security Agreement • September 2nd, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS STRATEGIC ADVISORY WARRANT (the “Warrant”) certifies that, for value received, Sol Markets, a Cayman Islands exempt company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the effective date of Shareholder Approval (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to 6,321,367 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PIPE SECURITIES PURCHASE AGREEMENT
Pipe Securities Purchase Agreement • February 6th, 2023 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This PIPE Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2023, between Sharps Technology, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

FORM OF SENIOR SECURED NOTE]
Senior Secured Note • September 23rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 18th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • Wyoming

This Note Purchase Agreement (this “Agreement”) is made and entered into as of December 14, 2021 by and among Sharps Technology, Inc., a Wyoming corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated August 23, 2025 (the “Effective Date”), is entered into by and between Sharps Technology, Inc. (the “Company”) and Paul Danner (the “Executive”).

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHARPS TECHNOLOGY, INC.
Security Agreement • August 25th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to [ ] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

ROYALTY AGREEMENT
Royalty Agreement • March 18th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This royalty agreement is made on July 12-, 2017, effective as of July 12, 2017 (the “Effective Date”), by and between Alan Blackman, currently residing at (hereinafter referred to as “Blackman”), and Barry Berler, (hereinafter referred to as “Berler”).

Nephron Purchase Agreement
Purchase Agreement • May 24th, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • South Carolina

This Nephron Purchase Agreement (this “Agreement”) is made effective as of May 20, 2024 between Sharps Technology, Inc. a Nevada publicly traded company, having an address of 105 Maxess Road, Melville, NY 11747 or a wholly-owned subsidiary, (collectively the “Seller”), and NEPHRON SC, INC., a South Carolina limited liability company, having an address of 4500 I 2th Street Extension, West Columbia, SC 29172, and NEPHRON STERILE COMPOUNDING CENTER LLC, a South Carolina limited liability company, having an address of 4500 12th Street Extension, West Columbia, SC 29172 (collectively, the “Buyer” or “Buyers”), and together with Seller, the “Parties”, (and each, a “Party”).

WARRANT AGREEMENT
Warrant Agreement • August 25th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2025, is by and between Sharps Technology, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. AGREEMENT
Agreement • October 4th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • South Carolina

This Agreement dated as of September 29, 2022 (the “Agreement”) is entered into by and among InjectEZ, LLC, a South Carolina limited liability company, having an address of 4838 12th Street Extension, West Columbia, SC 29172 (“InjectEZ”), Nephron Pharmaceuticals Corporation, a Florida corporation, having an address of 4500 12th Street Extension, West Columbia, SC 29172 (“NPC”), Nephron SC, Inc., a South Carolina limited liability company, having an address of 4500 12th Street Extension, West Columbia, SC 29172 (“NSC”), Nephron Sterile Compounding Center LLC, a South Carolina limited liability company, having an address of 4500 12th Street Extension, West Columbia, SC 29172 (“Sterile”) (NPC, NSC, and Sterile are sometimes collectively referred to as “Nephron”) and Sharps Technology, Inc., a Nevada corporation, having an address of 105 Maxess Road, Suite 124, Melville, NY 11747 (“Sharps”).

STRATEGIC ADVISOR AGREEMENT
Strategic Advisor Agreement • September 2nd, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS STRATEGIC ADVISOR AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Securities Purchase Agreements, dated August 25, 2025) (the “Effective Date”) by and between Sharps Technology Inc., a Nevada corporation (the “Company”), and Sol Markets, a Cayman Islands exempt company (the “Strategic Advisor”).

Nephron Purchase Agreement
Purchase Agreement • September 26th, 2023 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • South Carolina

This Nephron Purchase Agreement (this “Agreement”) is made effective as of September 22, 2023 between Sharps Technology, Inc. a Nevada publicly traded company, having an address of 105 Maxess Road, Melville, NY 11747 or a wholly-owned subsidiary, (collectively the “Seller”), and NEPHRON SC, INC., a South Carolina limited liability company, having an address of 4500 12th Street Extension, West Columbia, SC 29172, and NEPHRON STERILE COMPOUNDING CENTER LLC, a South Carolina limited liability company, having an address of 4500 12th Street Extension, West Columbia, SC 29172 (collectively, the “Buyer” or “Buyers”), and together with Seller, the “Parties”, (and each, a “Party”).

Certain identified information has been excluded from the exhibit because it is both (i) not material and
Distribution Agreement • December 13th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

This Distribution Agreement (the “Agreement”) is made on the 8th day of December, 2022 (the “Effective Date”) by and between Sharps Technology, Inc., a Nevada corporation, with a principal business address at 105 Maxess Road, Suite 124, Melville, NY 11747 (the “Supplier”) and Nephron Pharmaceuticals Corporation, a Florida corporation, and Nephron SC, Inc., a South Carolina corporation, with a principal business address at 4500 12th Street Extension, West Columbia, SC 29172 (collectively, the “Distributor”).

Sharps Technology Corp Series B Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Subscription and Investment Representation Agreement • July 18th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • Nevada

THIS AGREEMENT, dated as of July 15, 2025, is by and between Sharps Technology Corp, a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:

AMENDMENT NO. 6 TO ASSET/SHARE PURCHASE AGREEMENT
Asset/Share Purchase Agreement • April 19th, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

This Amendment No. 6 (the “Amendment’’) dated 13th April, 2022 modifies the Asset/Share Purchase Agreement, as amended, between Sharps Technology, Inc. (“Sharps” or”Buyer”), Safegard Medical (Hungary) Kft (“Safegard”or “Company”), Numan Holding Ltd (“Numan” or “Shareholder”), Cortrus Services S.A. (“Cortrus”) and Latitude Investments Limited (“Latitude”) originally dated June I0, 2020 (“Purchase Agreement”).

FIRST AMENDMENT TO SERIES A WARRANT
Series a Warrant • August 25th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This First Amendment to Series A Warrant (this “Amendment”), dated as of August 25, 2025, is by and between Sharps Technology, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Holder”). Except as otherwise defined herein, all capitalized terms shall have the meanings set forth in the Series A Registered Common Warrant to Purchase Common Stock, dated January 29, 2025, between the Company and the Holder (the “Series A Warrant”).

CONSULTING AGREEMENT
Consulting Agreement • September 2nd, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This CONSULTING AGREEMENT (this “Agreement”), effective as of the final closing of the Capital Raise (as defined below) (the “Effective Date”), is entered into by and between Sharps Technology Inc., a Nevada corporation (the “Client” or the “Company”) and Sol Edge Limited, a Cayman Islands exempt company or its designated affiliate (the “Consultant” and, with the Client, the “Parties”).

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • October 6th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

This Confidential Settlement Agreement and Release (this “Agreement”) is entered into as of October 6, 2025, by and among Sharps Technologies, Inc., a Nevada corporation (“Sharps”); (b) Alan Blackman, an individual resident of Australia (“Blackman”); (c) Barry Berler, an individual with an address located at 1291 Mettler Road, Huntingdon Valley, PA 19006 (“Berler”); (c) Plasto Design Ltd., an Israeli corporation (“Plasto Design”), with an address located at 1 Haslolel Street, Holon, Israel 5885328; Plasto Design Solutions, an Israeli corporation (“PDS”), with an address located at 1 Haslolel Street, Holon, Israel 5885328; and Plastomold Industries Ltd., an Israeli corporation (“Plastomold”; and together with Plasto Design and PDS, collectively, “Plasto”) with an address located at 1 Haslolel Street, Holon, Israel 5885328; and (e) Plasto Technology Group LLC, a Delaware limited liability company, the designee of Berler and Plasto, with an address at 1291 Mettler Road, Huntingdon Valley,

Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. OPEN MARKET SHARE REPURCHASE AGREEMENT
Open Market Share Repurchase Agreement • October 9th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

This OPEN MARKET SHARE REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 3, 2025, by and between CANTOR FITZGERALD & CO. (“Broker”) and Sharps Technology, Inc. (the “Company”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 25th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 25, 2025, between Sharps Technology, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 13th, 2025 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on August 13, 2025 but shall be effective as of the 1st day of July 2025, by and between Sharps Technology, Inc., a Nevada Corporation (the “Company”) and Paul K. Danner (the “Executive”) (together the Company and the Executive are the “Parties”) and supersedes and replaces any prior employment agreement or employment letter between the Parties.