0001493152-26-030158 Sample Contracts
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 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
SHARONAI HOLDINGS INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (TRUSTEE) 4.75% CONVERTIBLE SENIOR NOTES DUE 2032 INDENTURE DATED AS OF JUNE 22, 2026Indenture • June 25th, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SHARONAI HOLDINGS INC.Pre-Funded Warrant Agreement • June 25th, 2026 • SharonAI Holdings Inc. • Services-computer processing & data preparation • 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”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from SharonAI Holdings Inc., a Delaware corporation (the “Company”), up to 6,374,823 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 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”).