Roth CH Holdings, Inc. Sample Contracts
Independent contractor agreement - corporateIndependent Contractor Agreement • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation
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.
Deed of Termination and ReleaseDeed of Termination and Release • May 6th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________, 2026, between SharonAI Holdings Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SHARES of Common Stock SharonAI Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
The undersigned, SharonAI Holdings, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of SharonAI Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Lucid Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and each a “Representative”, and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
4,166,666 SHARES of Common Stock SharonAI Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New York
The undersigned, SharonAI Holdings, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of SharonAI Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Lucid Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and each a “Representative”, and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
CONTRACT TO PURCHASEContract to Purchase • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation
THIS CONTRACT TO PURCHASE (this “Agreement”) is made and entered into on the 17th day of July, 2025, by and between ODESSA INDUSTRIAL DEVELOPMENT CORPORATION d/b/a GROW ODESSA, a Texas nonprofit corporation with a mailing address of 301 S Grant Ave., Odessa, Texas 79761 (“Seller”), and TEXAS CRITICAL DATA CENTERS, LLC, a Delaware limited liability company with a mailing address of 4501 Santa Rosa Dr., Midland, Texas 79707 (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, by and among SharonAI Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FACE OF NOTE]Note Agreement • June 25th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 2nd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation
Re: Underwriting Agreement, dated ________ ___, 2026 (the “Underwriting Agreement”), by and between SharonAI Holdings Inc. and Lucid Capital Markets, LLC, acting as representative to the several underwriters
SHARONAI, INC. Convertible Promissory NoteConvertible Note • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation
FORM OF NOTATION OF GUARANTEEGuarantee Agreement • June 25th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
For value received, each Subsidiary Guarantor has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of June 22, 2026 (as supplemented or amended, the “Indenture”), among SharonAI Holdings Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at the stated Maturity Date, by acceleration, repurchase upon a Fundamental Change or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee all in accordance with the terms of the Indenture and (b) in cas
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 22nd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of _________________ 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SHARONAI HOLDINGS, INC. a Delaware Corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AgreementConsulting Agreement • January 23rd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
This Consulting Agreement (“Agreement”) is made and entered into on 22 January 2026 by and between SharonAI Operations, LLC (the “Company”), and Wolfgang Schubert (“Consultant”) (each of the Company and Consultant herein referred to individually as a “Party” or collectively as the “Parties”). This Agreement will become effective on 22 JAN 2026 (the “Effective Date”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. PROJECT DOLOMITES – SYNDICATED FACILITY AGREEMENT dated 2026 for...Syndicated Facility Agreement • October 1st, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New South Wales
SHARONAI HOLDINGS INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (TRUSTEE) 6.00% CONVERTIBLE SENIOR NOTES DUE MAY 1, 2031 INDENTURE DATED AS OF MAY 18, 2026Indenture • May 21st, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New York
GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of [date], by and among SharonAI Holdings Inc. (the “Company”), the Company’s Subsidiaries listed on Schedule A hereto (each, a “New Guarantor”), the Company’s Subsidiaries listed on Schedule B hereto (each, an “Existing Guarantor”) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
EMPLOYMENT CONTRACT ALTERATION AGREEMENTEmployment Contract Alteration Agreement • May 6th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New South Wales
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New York
GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of [date], by and among SharonAI Holdings Inc. (the “Company”), the Company’s Subsidiaries listed on Schedule A hereto (each, a “New Guarantor”), the Company’s Subsidiaries listed on Schedule B hereto (each, an “Existing Guarantor”) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT SharonAI Holdings, Inc.Representative’s Common Stock Purchase Warrant • February 2nd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
THIS REPRESENTATIVE’S 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”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SharonAI Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • January 23rd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
This Separation Agreement and General Release (“Agreement”) is made by and between Wolfgang Schubert, a resident of the State of New York (“Executive”) and the SharonAI Operations, LLC, a Delaware limited liability company (the “Company”). Executive and Company are herein after referred to as the “Parties,” and each a “Party.”
MEMBERSHIP Interest Purchase AgreementMembership Interest Purchase Agreement • January 22nd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of January 16, 2026, is entered into between SharonAI, Inc., a Delaware corporation (“Seller”), and New Era Energy & Digital, Inc., a Nevada corporation (“Buyer”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • January 22nd, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • Delaware
This SECURITY AND PLEDGE AGREEMENT, dated as of January 16, 2026, (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by and among New Era Energy & Digital, Inc., a Nevada corporation (the “Borrower”), and Texas Critical Data Centers LLC, a Delaware limited liability company (the “Guarantor”), as grantors, pledgors, assignors and debtors (the Borrower, together with the Guarantor, in such capacities and together with any successors in such capacities, the “Grantors”, and each, a “Grantor”), in favor of SharonAI, Inc., a Delaware corporation, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Lender”).
This deed is made on 22 July 2026 between SharonAI Holdings Inc. of 745 Fifth Avenue, Suite 500, New York, NY 10151 (Parent Company)Employment Agreement • July 24th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
A The Employee has been employed by the Employer since on or about 1 July 2024, most recently in the position of Chief Financial Officer (Position) (Employment).
SharonAI Holdings Inc. 745 Fifth Avenue, Suite 500 New York, NY 10151Director Appointment Agreement • May 26th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
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...Convertible Note Agreement • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New South Wales
B SharonAI has agreed to issue, and the Noteholder has agreed to subscribe for, the Notes in accordance with the terms of this agreement.
SHARONAI INC. OPTION AWARD AGREEMENTOption Award Agreement • January 16th, 2026 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Option Award Agreement (this “Agreement”) is made as of [●] (the “Date of Grant”) by and between SharonAI Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”) in accordance with the terms and conditions of the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the Plan.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENTConvertible Promissory Notes and Note Purchase Agreement • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation
This Amendment to Convertible Promissory Notes and Note Purchase Agreement (this “Amendment”) is effective as of December 15, 2025 (the “Effective Date”), by and between SharonAI, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, between SharonAI Holdings Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (“Purchaser”).
This deed is made on 8 September 2026Employment Agreement • September 11th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
A The Employee has been employed by the Employer since on or about 1 July 2024, most recently in the position of Chief Operating Officer (Position) (Employment).
Independent contractor agreement - corporateIndependent Contractor Agreement • July 24th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation
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.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
This First Amendment to Employment Agreement (this “Amendment”) is effective as of May 10, 2025 (the “Effective Date”), by and between Wolf Schubert (“Employee”) and SharonAI Operations LLC, a Delaware limited liability company (the “Company,” and together with Employee, the “Parties”).
Deed of Variation to Independent Contractor Agreement between SharonAI Pty Ltd ACN 645 215 194 (Company) and SharonAI Inc. (Parent Company) and Inbocalupo Consulting Pty Ltd ACN 663 737 791 (Contractor)Independent Contractor Agreement • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New South Wales
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Limited Liability Company Agreement of Texas Critical Data Centers LLC, a Delaware limited liability company (the “Company”), is entered into as of January 21, 2025 by and among the Company, SharonAI, Inc., a Delaware corporation (“SharonAI”), and New Era Helium Inc., a Nevada corporation (“NEHC”).
SHARONAI, INC. Convertible Promissory NoteConvertible Note • December 23rd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York
This Note is initially being issued pursuant to the terms and conditions of that certain Note Purchase Agreement (“NPA”) between the Company and the Holder, with the first and second tranches expected to be issued pursuant to the terms of the NPA.
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2025 • Roth CH Holdings, Inc. • New York
This Employment Agreement (this “Agreement”) is entered into as of June 5, 2024 (the “Effective Date”), by and between Wolf Schubert (“Employee”) and SharonAI Operations LLC, a Delaware limited liability company (the “Company,” and together with Employee, the “Parties”).