UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (date of earliest event reported): January 22, 2026

SHARONAI HOLDINGS INC.

(Exactname of registrant as specified in its charter)

Delaware	333-287287	41-2349750
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

745 Fifth Avenue, Suite 500,

New York, NY 10151

(Address of principal executive offices, including zip code)

(347)212-5075

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material DefinitiveAgreement.

The information contained below in Item 5.02 related to the Separation Agreement (as defined below) and the Consulting Agreement (as defined below) is hereby incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material DefinitiveAgreement.

The information contained below in Item 5.02 related to the Employment Agreement (as defined below) is hereby incorporated by reference into this Item 1.02.

Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2026, Mr. Wolfgang Schubert, a member of the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), and the Chief Executive Officer of the Company, resigned as the Company’s Chief Executive Officer and from the Board, and also terminated the Employment Agreement between himself and the Company’s subsidiary, SharonAI Operations LLC (“SharonAI Operations”), dated June 5, 2024, as amended May 10, 2025 (the “Employment Agreement”), all in accordance with a Separation Agreement dated January 22, 2026, entered into between Mr. Schubert and SharonAI Operations (“Separation Agreement”). Pursuant to the Separation Agreement, Mr. Schubert will receive 318,240 restricted stock units. Mr. Schubert will continue with the Company as a consultant pursuant to a Consulting Agreement dated January 22, 2026, entered into between Mr. Schubert and SharonAI Operations (“ConsultingAgreement”), pursuant to which Mr. Schubert will receive a one-time grant of $50,000 of restricted stock units and will receive $8,334 per month. Mr. Schubert’s resignation is not the result of any dispute or disagreement with the Company or management and is not a reflection on the Company’s results of operations.

In connection with Mr. Schubert’s resignation as Chief Executive Officer of the Company, on January 22, 2026, the Board appointed James Manning, Non-Executive Chairman, director and greater than 10% stockholder of the Company, as Chief Executive Officer. In connection with Mr. Manning’s appointment as Chief Executive Officer, Mr. Manning entered into a Employment Offer Letter dated January 22, 2026, with the Company’s subsidiary, SharonAI Pty Ltd (the “New Manning Agreement”). Pursuant to the New Manning Agreement, Mr. Manning will receive an annual base salary of AUD$200,000 and will be eligible to participate the Company’s discretionary bonus scheme and in the Company’s discretionary share scheme, as well as superannuation contributions in line with the minimum compulsory contribution rate required to be paid.

James Manning, age 40, has been a Director and the Chairman of the Company since consummation of the Company’s Business Combination among the Company, SharonAI Inc. and Roth CH Acquisition Co., and of SharonAI Inc. since February 15, 2024. After its acquisition by SharonAI Inc., Mr. Manning has also continued to serve as the Chairman of Distributed Storage Solutions Limited ACN 646 979 222, until September 2024, an Australian company that operates HPC/AI and distributed storage operations, a position he started January 2021, before its acquisition by SharonAI Inc. Mr. Manning has over 20 years experience across corporate finance, accounting, business, asset management and operations in both public and private companies. He has spent the last 5 years focused on digital asset infrastructure, with a keen focus on the energy requirements for data center development. Mr. Manning currently serves as Managing Director at Vertua Limited, a listed investment company, a position he has held since June 2014. He was the founder and CEO of Mawson Infrastructure Group Inc. (NASDAQ:MIGI), a digital infrastructure platform developer and operator, until May of 2023. He is also the Chairman of Defender Asset Management Pty Ltd, a diversified asset manager, a position he has held since September 2015.

Mr. Manning has a Master of Business (Finance) and a Masters in Property Development from the University of Technology Sydney, as well a Bachelor of Accounting from Australian Catholic University. He is a Fellow of the Institute of Company Directors (FAICD), and a member of Institute of Public Accountants (IPA).

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There are no reportable family relationships or related person transactions involving the Company and Mr. Manning. There is no arrangement or understanding with any person pursuant to which Mr. Manning was appointed as Chief Executive Officer. Mr. Manning is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, other than an independent contractor-corporate with certain subsidiaries of the Company and Manning Group Pty Ltd ATF MG Office Trust (“Manning ConsultingAgreement”). Pursuant to the Manning Consultant Agreement, Mr. Manning, as the key person, provides certain services to the Company and its subsidiaries relating to commercial opportunity development, discovery of future data center sites, future data center acquisition and construction advisory, transaction advisory services and key relationship introduction and development. In consideration for these services, Manning Group Pty Ltd ATF MG Office Trust is entitled to receive an annual remuneration of AUD$334,500 (approximately $211,000 based on a conversion rate of $1.00AUD to $0.63USD), exclusive of Australian goods and services taxes. The Manning Consulting Agreement has an ongoing term that can be terminated by either side upon three (3) months’ notice.

Thedescriptions of the Separation Agreement, Consulting Agreement and New Manning Agreement are only summaries and are qualified in theirentirety by reference to the full text of such document, each of which is filed as an exhibit to this Current Report on Form 8-K andwhich is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 23, 2026, the Company issued a press release announcing the appointment of James Manning as Chief Executive Officer. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in thisItem 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the ExchangeAct, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filingsof the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation language insuch filings.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Separation Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026
10.2	Consulting Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026
10.3	Offer Letter Agreement by and between James Manning and SharonAI Pty Ltd dated January 22, 2026
99.1	Press Release dated January 23, 2026
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHARONAI HOLDINGS, INC.
	By:	/s/ James Manning
	Name:	James Manning
	Title:	Chief<br> Executive Officer
Date:<br> January 23, 2026

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Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

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.”

WHEREAS, Executive has been employed by the Company and served as Chief Executive Officer of the Company and certain affiliates of the Company, including, but not limited to SharonAI Holdings Inc. (“Parent”) (collectively, the Company, Parent and such other affiliates, the “Company Group”) pursuant to that certain Employment Agreement entered into as of June 5, 2024, as amended by that certain First Amendment to Employment Agreement effective as of May 10, 2025 (collectively, the “Employment Agreement”);

WHEREAS, Executive will voluntarily terminate Executive’s employment with the Company effective the Termination Date, and the Parties desire to set forth their respective rights and obligations with respect to Executive’s separation from the Company Group;

WHEREAS, the Parties agree the Employment Agreement is terminated as of the Termination Date set forth below, except for those provisions that expressly survive termination as set forth in the Employment Agreement or in this Agreement; and

WHEREAS, Executive agrees and acknowledges that Executive is not eligible for or entitled to any Severance Payment as contemplated in Section 9(a) of the Employment Agreement due to Executive’s voluntary resignation from his employment with the Company.

NOW THEREFORE, in consideration of the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, and the Parties, intending to be legally bound, agree as follows:

1. Termination Date. Executive’s employment with the Company will terminate effective 22 January 2026 (“Termination Date”). As of the Termination Date, Executive has been relieved of all of Executive’s titles, duties, responsibilities and authority as an executive of any member of the Company Group and has resigned all appointments and offices held with, or for the benefit of, any member of the Company Group, including, but not limited to, the board of directors of Parent and as a director of the Australian subsidiaries. For the avoidance of doubt, Executive agrees that as of the Termination Date, Executive has resigned from all board, manager, and/or officer positions with the Company and any of its subsidiaries, affiliates and/or parent entities. In accordance with Section 9(a) of the Employment Agreement, the Company will pay Executive the Accrued Benefits (as defined in the Employment Agreement).

2. Separation Benefits. In consideration for Executive entering into this Agreement and fully abiding by its terms, the Company agrees to the following provisions:

a) Consulting Agreement. Executive and the Company will enter into a Consulting Agreement effective the day following the Termination Date, governed by the terms and conditions of the Consulting Agreement. Executive acknowledges and agrees that but for Executive’s execution and non-revocation of this Agreement, Executive would not be entitled to the benefits afforded by the Consulting Agreement.

b) Equity Awards.

(A) At the first meeting of the Board of Directors of Parent occurring after the Effective Date (as defined below), Parent shall grant the equity awards under the Parent’s 2025 Omnibus Equity Incentive Plan (the “Plan”) in the amounts and on the terms set forth on Exhibit A to Executive (“Awards”). The Awards shall be subject to the terms and conditions of the Plan and an award agreement. The per share fair market value of a share of Parent Class A Ordinary Common Stock shall be reasonably determined by the Board of Directors of the Parent and for the avoidance of doubt, such valuation shall be determined in conformance with Treasury Regulation 1.409A-1(b)(5)(iv)(B). All other terms and conditions of such awards shall be governed by the terms and conditions of the Plan, and the applicable award agreements. The Company shall not require Executive to remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations in connection with the Awards and instead (at the election of Executive) Executive may satisfy applicable taxes by electing to have the Company withhold from delivery shares of Parent Class A Ordinary Common Stock valued at their Fair Market Value (as defined in the Plan) on the date on which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash.

(B) As of the Effective Date, the outstanding restricted stock units granted pursuant to that certain SharonAI Inc. Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, each dated November 19, 2024, by and between the Executive and SharonAI Inc. (the “RSU Award Agreement”) shall be forfeited and any rights or obligations related thereto set forth therein of the Executive and the Parent shall be cancelled and terminated (the “RSU Cancellation”). In exchange for the RSU Cancellation, included in the Awards are Restricted Stock Units for an additional 18,240 shares of Parent Class A Ordinary Common Stock that would otherwise not be included in the Awards; such portion of the Awards shall be subject to the same terms and conditions as the other Awards.

3. Lock-Up. As a condition to the grant of the Awards, Executive agrees that, in connection with any public offering (whether in the U.S. or elsewhere, including, but not limited to Australia), direct listing, merger, de-SPAC transaction, business combination, or other liquidity or capital markets transaction involving Parent, Executive shall, if requested by Parent or any managing underwriter(s) or financial advisor, enter into and be bound by a lock-up, market standoff, or similar agreement with respect to shares of Parent’s capital stock issued or issuable upon settlement of the Awards or otherwise held by Executive, on terms and conditions that are, in the aggregate, no more restrictive than those entered into by members of Parent’s senior management in connection with such transaction.

4. Return of Company Property. Executive agrees to immediately return to Company all of Company’s property in Executive’s possession including, but not limited to, executive information, customer lists, information concerning potential or actual customers, all business-related information about customers, mailing lists, account information, pricing information, cellular phones, laptops and desktops, external hard drives, financial plans, financial and sales information, strategies, personnel information, forecasts, business and marketing plans and specialized techniques developed or used by Company, and all other tangible and intangible property belonging to Company and/or relating to Executive’s employment with Company. Executive further represents and warrants that Executive has not retained any copies, physical, electronic, cloud-based, or otherwise, of such property. Should Executive later find any Company property in Executive’s possession, Executive agrees to contact Company to advise of such possession and to return it immediately.

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5. Release by Executive.

a) Release. Executive, individually and for Executive’s heirs, successors, administrators and assigns, hereby waives, releases, and covenants not to sue Company and/or its parents, subsidiaries, related companies, affiliates, insurers, reinsurers, successors, assigns, members and manager, current and former executives, agents, joint employers, officers, attorneys, directors, or partners (collectively with Company, “Released Parties”) with respect to any and all known and unknown claims, damages, charges, demands, losses, liabilities and causes of action, of any type that Executive may have or may have had against the Released Parties, which arose or occurred on or before the date Executive executes this Agreement. This general release of all claims by Executive against the Released Parties includes any claims in connection with, or arising from, Executive’s hire by, employment with and/or separation of employment from Company, whether or not currently known to Executive or suspected to exist at the time of execution hereof. Executive expressly acknowledges the release specifically includes, but is not limited to, any alleged violation by the Released Parties of any international, federal, state, or local statutes, ordinances, or laws, the Civil Rights Act of 1866 (42 U.S.C. § 1981); Title VII of the Civil Rights Act of 1964 and as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000(e), et seq.; the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990, 29 U.S.C. § 623, et seq.; the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq.; the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395(c); Executive Order 11246; § 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq.; the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq.; the Genetic Information Nondiscrimination Act of 2008; the Equal Pay Act of 1963; the Lilly Ledbetter Fair Pay Act of 2009; Executive Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1132(a)(1)(B), et seq.; Sarbanes-Oxley Act of 2002, Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); Worker Adjustment and Retraining Notification Act, and all of these statutes’ respective state and/or local equivalents; New York Human Rights Law (N.Y. Exec. Law §§ 290 to 301); New York Labor Law; New York Worker Adjustment and Retraining Notification Act (N.Y. Lab. Law §§ 860 to 860-I); New York Workers’ Compensation Law Retaliation and Discrimination provisions (N.Y. Workers’ Comp. Law § 125); New York Civil Rights Law (N.Y. Civ. Rights Law §§ 40 to 45); Article 23-A of the New York Corrections Law (N.Y. Corrections Law §§ 750 to 755); New York Wage Theft Prevention Act; New York Fair Credit Reporting Act; New York Paid Sick Leave Law; New York Paid Family Leave Law; New York Minimum Wage Act (N.Y. Lab. Law § 663); New York City Human Rights Law (N.Y.C. Admin. Code §§ 8-101 to 8-703 and 14-151); New York City Earned Safe and Sick Time Act (N.Y.C. Admin. Code §§ 20-911 to 20-924); public policy; torts; claims for breach of express or implied contract, including breach of the covenant of good faith and fair dealing; claims for discrimination, retaliation or harassment of any kind; claims for defamation or other personal or business injury of any kind; claims for unpaid wages and other compensation, including but not limited to commission, bonuses, and/or incentive pay, medical expenses, or other benefits; claims arising out of (or in connection with) policies, procedures, and/or practices contained in executive handbooks, manuals, incentive plans and/or agreements; claims for equity, profits interest, options, or stock except for those set forth herein, including, but not limited to any promises or covenants to grant any of the same in the Employment Agreement and the RSU Award Agreement; claims for attorneys’ fees and costs; claims related to the validity and enforceability of restrictive covenants; and any and all known and unknown claims arising under any other federal, state, local, foreign or international laws, statutes, regulations, ordinances, or other laws, as well as any and all common law legal or equitable claims to any form of legal or equitable relief, damages, compensation or benefits. This general release does not apply to claims that cannot be waived or released by law (see Paragraph 4(c), below).

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b) No Pending Claims. Executive represents and warrants that, as of the date Executive signs this Agreement, Executive has no charges, complaints, filings, claims or lawsuits of any kind pending, or any threatened, either verbally or in writing, against Released Parties. Executive further represents and warrants that Executive has disclosed to Company any information in Executive’s possession concerning any conduct involving Released Parties that Executive has reason to believe may be unlawful, violates Company policy, or would otherwise reflect poorly on Company.

c) Exclusion for Certain Claims. Notwithstanding the foregoing, Executive and Company agree that the release set forth in Paragraph 4 shall not apply to any claims arising after the date Executive signs this Agreement, nor shall anything herein prevent Executive or Company from instituting any action to enforce the terms of this Agreement. The Parties agree and acknowledge that the release and waiver set forth in Paragraph 4(a) shall not prevent Executive from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or the New York Division of Human Rights (“NYSDHR”). The Parties further agree that nothing in this Agreement, including any confidentiality or non-disparagement provisions, prevents Executive from making truthful reports or disclosures to any government agency, which includes any agency or entity of federal, state, or local government, or otherwise participating in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information. The Parties further agree that nothing in this Agreement prevents Employee from making any disclosures or providing information related to discrimination or acts in violation of laws prohibiting discrimination in relation to Employee’s employment with the Company. Further, nothing contained in this Agreement requires the payment of liquidated damages or forfeiture of all or part of the consideration for the release for violations of a nondisclosure or non-disparagement clause; or requires any affirmative statement that the complainant was not in fact subject to unlawful discrimination, including discriminatory harassment or retaliation. Executive, however, understands that by signing this Agreement, Executive waives the right to recover any damages or to receive other relief in any claim or suit brought by or through the EEOC, NLRB, NYSDHR or any other state or local deferral agency on Executive’s behalf, to the fullest extent permitted by law. This release does not extend to claims that are non-waivable under the law. Executive specifically acknowledges and agrees that Executive has been paid all wages and other compensation, including but not limited to commission, bonuses, incentive pay, medical expenses, or other benefits owed as of the Termination Date, and that Executive has no further or additional compensation claims against Company. Executive further specifically acknowledges and agrees that Executive is waiving, on behalf of Executive and Executive’s attorneys, all claims for fees and expenses and court costs.

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6. Covenant Not To Sue. This Agreement is expressly conditioned upon Executive’s covenant not to file any claim against any Released Party. Executive agrees not to sue any of the Released Parties or become a party to a lawsuit, whether in an individual or representative capacity, on the basis of any claims of any type that arise out of any aspect of Executive’s employment or termination of employment with the Company or any other matter up through the date Executive executes this Agreement. Executive understands that this is an affirmative promise by Executive not to sue any of the Released Parties, which is in addition to Executive’s general release of claims. If Executive (whether individually or jointly) breaches this Agreement by suing any of the Released Parties in violation of this Covenant Not to Sue, Executive understands that (i) the Released Parties will be entitled to apply for and receive an injunction to restrain any violation of this Agreement; (ii) Executive will be required to pay the Released Parties’ legal costs and expenses, including reasonable attorney fees, associated with defending against any such lawsuit and enforcing the terms of this Agreement; and (iii) the Company shall be entitled to cease any further payments to Executive in which event Executive agrees that the payments already made under this Agreement, if any, shall constitute full and complete consideration for Executive’s release of claims; provided, however, that this section will not apply to any lawsuit necessary to enforce the terms of this Agreement.

7. Protective Covenants. Executive agrees that the covenants and post-employment restrictions set forth in the Employment Agreement, including but not limited to Sections 5 (Protective Covenants: Non-Compete, Non-Solicitation, Confidentiality and Non-Disparagement), 6 (Reasonableness of Restrictions), 7 (Remedies), and 8 (Restrictive Covenants Survive Termination), are expressly incorporated by reference into this Agreement and shall continue in full force and effect.

8. Breach by Executive. Executive understands and agrees that in the event Executive materially breaches the provisions of this Agreement and/or the terms of the restrictive covenants contained in the Employment Agreement, and has not cured such breach within 30 calendar days after being notified in writing by the Company, the Company shall be entitled to: (1) immediately cease any and all remaining payments under this Agreement; (2) immediate repayment of any amounts paid to Executive under this Agreement, unless prohibited by applicable law, and with the exception that Executive may retain $1,000, which shall serve as sufficient consideration for the releases and waivers contained herein; and/or (3) any and all available remedies under applicable law.

9. No Admission. Executive understands and agrees that this Agreement does not and shall not be deemed or construed as an admission of liability or responsibility by Released Parties for any purpose. Executive further agrees that nothing contained in this Agreement can be used by Executive or any past, present or future executive as precedent for future dealings with Released Parties.

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10. Non-Disparagement. Executive agrees not to engage in any form of conduct or make any statements or representations (oral and/or written, including on any social media platform or otherwise) that disparage or otherwise impair the reputation, goodwill or commercial interests of Company, or its respective past, present, and future parents, subsidiaries, divisions, affiliates, related companies, successors, officers, directors, stockholders, members, managers, attorneys, agents and executives. Likewise, the Company shall not, and shall instruct its officers and directors to not, at any time make any public statements or public release which is intended to be (or having the effect of being) of defamatory or disparaging nature regarding Executive’s reputation in the business community (it being understood that comments made by the Company in the good faith and in ordinary course of business shall not be deemed disparaging or defamatory for purposes of this Paragraph). This non-disparagement provision is neither intended to nor shall limit, restrict, or interfere with Executive’s right to communicate with any government agency charged with enforcement of any law, regardless of who initiated the communication, or to provide truthful testimony in any legal proceeding.

11. No Other Representations. Executive represents and warrants that no promise or inducement has been offered or made except as herein set forth and that Executive is entering into and executing this Agreement without reliance on any statement or representation not set forth within this Agreement by any other party hereto, or any person(s) acting on any party’s behalf.

12. Waiver. No claim or right arising out of a breach or default under this Agreement can be discharged by a waiver of that claim or right unless the waiver is in writing signed by the party hereto to be bound by such waiver. A waiver by any party hereto of a breach or default by another party of any provision of this Agreement shall not be deemed a waiver of future compliance therewith and such provision shall remain in full force and effect.

13. No Presumption Against Drafter. The Parties have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of authorship of any of the provisions of this Agreement.

14. Cooperation. Executive agrees to cooperate fully with Company with respect to any investigation, legal proceeding, licensing or contract matter, transition of any business matters, or any litigation or regulatory matters in which Executive may have relevant knowledge or information, that arose during Executive’s employment or that may arise following Executive’s separation. Executive further agrees to be available to participate in and, if necessary, to give testimony, in any such matter, without further compensation.

15. Waiver of Jury Trial. Each party hereto waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement or any amendment, instrument, document or agreement delivered in connection herewith or hereafter, and agrees that such action or proceeding shall be tried before a judge and not before a jury.

16. Binding Effects/Assignment. This Agreement shall be binding on the Parties and upon their heirs, administrators, representatives, executors, successors and permitted assigns and shall inure to their benefit and to that of their heirs, administrators, representatives, executors, successors and permitted assigns. This Agreement shall inure to the benefit of Company, and its personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees, and to any successor or assign of each Released Party. Executive agrees and consents to the Company’s assignment of this agreement, without the need for any further consent at the time of such assignment, unless otherwise required under applicable law. Neither this Agreement, nor any rights, payments, or obligations arising hereunder may be assigned, pledged, transferred, or hypothecated by Executive.

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17. Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York, excluding its conflicts of laws principles, unless the choice of law provisions of Executive’s state of residence expressly prohibit the choice of and application of another state’s laws to disputes between Executive and the Company. In such a case, only then shall the choice of law provisions of Executive’s state of residence apply. Executive hereby expressly consents to the personal jurisdiction of the state and federal courts located in the State of New York for any lawsuit arising from or relating to this Agreement, subject to any arbitration agreement to which Executive is subject.

18. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, in whole or in part, then that provision will be eliminated, modified or restricted in whatever manner is necessary to make the remaining provisions enforceable to the maximum extent allowable by law.

19. Knowing and Voluntary Action. This Agreement constitutes a knowing and voluntary waiver of any and all rights or claims that Executive has or may have under the Federal Age Discrimination In Employment Act, as amended by the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. §§ 621 et seq. This paragraph and this Agreement are written in a manner calculated to be understood by Executive. Executive acknowledges that: (i) Executive has been advised in writing to consult an attorney before signing this Agreement; (ii) Executive has read this Agreement; (iii) Executive has been given a sufficient period of time, up to twenty-one (21) days, to consider this Agreement; (iv) Executive understands the meaning and application of this Agreement; and (v) Executive is signing this Agreement of Executive’s own free will, with the intent of being bound by it.

20. Consideration Period. Executive acknowledges that Executive has been given a period of at least twenty-one (21) days to consider the terms of this Agreement and, if Executive should execute it prior to the expiration of the twenty-one (21) days consideration period, Executive knowingly waives Executive’s right to consider this Agreement for twenty-one (21) days. The Parties agree that any changes, whether material or immaterial, to this Agreement, do not restart the running of the twenty-one (21) day period.

21. Revocation Period. Executive further acknowledges that Executive has until seven (7) days following Executive’s execution of this Agreement to revoke acceptance of this agreement in which case its terms shall not become effective. In order to so revoke this Agreement, Executive must give written notice (either by personal delivery, overnight courier, electronic mail, registered or certified mail, in each case with confirmation of receipt) no later than 5:00 p.m. Eastern Time on the applicable date to the attention of Tim Broadfoot, CFO, at tim@sharonai.com, with a copy to legal@sharonai.com. This Agreement shall become effective on the first day after the expiration of the revocation period provided that Executive has not previously revoked Executive’s acceptance (the “Effective Date”).

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22. Entire Agreement. Except as otherwise indicated herein, the Parties hereto agree that this Agreement, including any exhibits attached hereto, constitutes the entire agreement among the Parties hereto regarding the subject hereof, and that this Agreement supersedes any and all prior and/or contemporaneous written and/or oral agreements relating to Executive’s employment with, and termination from, Company and termination therefrom, provided that, the restrictive covenants contained in the Employment Agreement and any arbitration agreement between Executive and the Company remain in full force and effect. Executive acknowledges that this Agreement may not be modified except in writing and signed by the Parties hereto.

23. Headings. Section, paragraph and other captions or headings contained in this agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or otherwise describe the scope or intent of this Agreement or any provision hereof and shall not affect in any way the meaning or interpretation of this Agreement.

24. Execution in Counterparts. This Agreement may be executed in several counterparts (any of which counterparts may be delivered by facsimile, portable document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (including DocuSign)), each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by themselves or their duly authorized officers as of the date and year first above written.

SHARONAI OPERATIONS, LLC
Name:	/s/ James Manning
Title:	Chairman
Date:	01/22/2026
WOLFGANG SCHUBERT
Name:	/s/ Wolfgang Schubert
Date:	01/21/2026

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Exhibit A

Equity Awards

Awardee	Type of Award	Shares of Common Stock subject to Award	Settlement	Vesting Schedule
Wolfgang Schubert	Restricted Stock Unit	239,518	90 days after vesting	Fn^i^
Wolfgang Schubert	Restricted Stock Unit	78,722	90 days after vesting	Fn^ii^
FN^i^	All of the RSUs shall vest upon grant. The number of shares includes the additional 18,240 shares as consideration for the RSU Cancellation.
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FN^ii^	On the later of (a) July 31, 2026, and (b) the 31^st^calendar day after the Maturity Date set forth in the Senior Secured Convertible Promissory Note for $50,000,000 to be issued by New Era Energy & Digital Inc. (“NUAI”) to SharonAI Inc. (“SAI”) in connection with SAI’s sale of its ownership interests in TCDC to NUAI, as may be amended from time to time (the “Secured Note”), as contemplated in the Binding Term Sheet dated December 19, 2025, between NUAI and SAI (the “Binding Term Sheet”), a percentage of the award shall vest equal to the percentage obtained by dividing the aggregate consideration actually received by such date by SAI in connection with the definitive agreements (including the Secured Note) entered into to consummate the transaction contemplated by the Binding Term Sheet (“Definitive Agreements”) by $70,000,000. The aggregate consideration actually received will mean cash and NUAI stock actually received pursuant to the Definitive Agreements (not receipt of the Secured Note itself or covenants or promises to pay or issue), including cash or stock received upon repayment or conversion or sale of the Secured Note. Any amount of the award that does not vest on such date will expire and terminate unvested on such date.
---	---

- 10 -

Exhibit 10.2

CONSULTING Agreement

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”).

WHEREAS, the Company desires to retain Consultant to perform the limited services set forth herein and Consultant is willing to perform such services for the Company on the terms herein below. The Parties, intending to be legally bound, and in consideration of the mutual promises contained herein, agree as follows:

1. Consultant Services and Terms.

(a) Services. The Company hereby retains Consultant to render, and Consultant hereby agrees to render to the Company and the Company’s affiliates (collectively, the “Company Group”), during the term of this Agreement, as a Country Manager – USA, to assist in managing the Company Group’s interest in Texas Critical Data Centers LLC (“TCDC”), including, but not limited to, the sale of the Company Group’s ownership interests in TCDC and serving as a Manager of TCDC on behalf of the Company Group, managing new project development for the Company Group in the United States and supporting the business of the Company Group in the United States, including, but not limited to, serving as the agent for service of process for Company Group members in the United States (the “Services”). This is not a contract of employment. Consultant shall have the right to control and determine the time, place, methods, manner and means of performing the Services. In performing the Services, the amount of time devoted by Consultant on a project will be generally within Consultant’s control, and the Company will rely on Consultant to put in the necessary number of hours as are necessary to fulfill the requirements of this Agreement. Consultant shall perform all services rendered to the Company in a professional manner to the best of Consultant’s abilities and will use his best efforts to perform the services in a manner satisfactory to the Company. Consultant will make all revisions to the work product that the Company reasonably requires, and will provide status reports and any other information and documentation upon request.

(i) Tools, Equipment and Instrumentalities. Consultant agrees to supply his own instrumentalities that Consultant deems necessary to perform the Services.

(ii) Final Results. In the performance of the Services, Consultant has the authority to control and direct the performance of the details of the Services, the Company being interested only in the results obtained. However, the Services contemplated by this Agreement must meet the Company’s standards and approval and shall be subject to the Company’s general right of inspection and supervision to secure their satisfactory completion.

(iii) Scope of Authority. Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. Consultant shall not use the Company’s trade names, trademarks, service names or service marks without the prior approval of an authorized representative of the Company.

(b) Relationship of Parties. It is understood and agreed that Consultant is an independent contractor and not an agent, employee, director, manager or officer of the Company for any purpose, including without limitation, benefits eligibility, overtime eligibility and federal or state tax purposes. Consultant shall have no authority whatsoever to act on behalf of the Company or bind the Company by contract or otherwise without express written authorization from the Company. Consultant shall provide a W-9 concurrently with execution of this Agreement.

(c) Taxes. Consultant acknowledges and agrees that it is the obligation of Consultant to report as self-employment income all compensation received by Consultant pursuant to this Agreement. The Company will report the amount it pays to Consultant on IRS Forms 1099 to the extent required to do so under applicable Internal Revenue Code provisions and state or local law. Consultant agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed by law on the Company to pay any withholding taxes, social security, workers’ compensation insurance, unemployment, or disability insurance or similar items in connection with any payments made to Consultant by the Company pursuant to this Agreement.

(d) Benefits. Consultant is not eligible for, and shall not participate in, any Company pension, health, insurance, or other fringe benefit plan, except as otherwise agreed to by the Parties.

(e) Indemnification. Consultant shall defend, indemnify and hold harmless the Company and its officers, directors, agents and employees from and against any and all actions, costs, claims, losses, and/or expenses including attorneys’ fees arising out of or resulting from the negligence of Consultant.

(f) Licenses, Certificates, Insurance and Permits. If any license, certificate, bond, insurance or permit is required for the proper and lawful conduct of Consultant’s business or other activity carried on at the Company, or if a failure to procure such a license, certificate, bond, insurance or permit might or would in any way affect the operations of the Company, then Consultant, at its expense, shall duly procure and thereafter maintain such license, certificate, insurance or permit and submit evidence of the same to inspection by the Company.

(g) Non-Exclusivity. During the term of this Agreement, Consultant’s services to the Company are not expected to be exclusive to the Company, and Consultant may provide services to other persons or entities, so long as such services do not conflict with Consultant’s performance of the Services, do not violate the terms of this Agreement and/or do not breach Consultant’s obligations in any restrictive covenant agreement by and between Consultant and the Company.

2. Term and Termination. The term of this Agreement shall commence on 22 January 2026 and shall continue until 6 months after it commences (such period, the “Consulting Period”). The Consulting Period and this Agreement may be subject to early termination by either the Company or Consultant upon thirty (30) days’ advanced written notice.

(a) Survival of Terms. Notwithstanding the foregoing, Section 1(e) (“Indemnification”), Section 5 (“Confidentiality/Non-Disclosure”), Section 6 (“Intellectual Property Rights”) and Section 7 (“Arbitration”) of this Agreement will survive the termination of this Agreement.

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3. Compensation. In consideration for the services rendered pursuant to this Agreement, (i) during the Consulting Period, Consultant will be paid a monthly consulting fee of $8,334 and (ii) SharonAI Holdings Inc., parent company to the Company (“Parent”) shall issue a one-time grant of equity under the Parent 2025 Omnibus Equity Incentive Plan (the “Plan”) to Consultant with an aggregate grant date fair market value equal to Fifty Thousand Dollars ($50,000.00) (the “Equity Award”). The number of shares underlying the Equity Award shall be derived by dividing the aggregate grant date fair value of the Award by the fair market value of a share of Parent Class A Ordinary Common Stock, par value $0.0001 (the “Common Stock”), on the applicable date of grant. The Equity Award shall vest one hundred percent (100%) on date of grant. These awards shall be subject to the terms and conditions of the and an award agreement. All other terms and conditions of such Awards shall be governed by the terms and conditions of the Plan and the applicable award agreement. The Equity Award shall be granted prior to the end of the Consulting Period.

As a condition to the grant of the Awards, Consultant agrees that, in connection with any public offering (whether in the U.S. or elsewhere, including, but not limited to Australia), direct listing, merger, de-SPAC transaction, business combination, or other liquidity or capital markets transaction involving Parent, Consultant shall, if requested by Parent or any managing underwriter(s) or financial advisor, enter into and be bound by a lock-up, market standoff, or similar agreement with respect to shares of Parent’s capital stock issued or issuable upon settlement of the Awards or otherwise held by Consultant, on terms and conditions that are, in the aggregate, no more restrictive than those entered into by members of Parent’s senior management in connection with such transaction.

4. Expenses. The Company shall reimburse Consultant for reasonable and necessary expenses incurred by Consultant as a consequence of performing services for the Company under this Agreement, provided that Consultant’s expenditures are reasonable and necessary and approved in writing in advance by the Company. Consultant assumes liability for all routine expenses. Non-routine expenses will be paid by the Company only if approved by the Company in advance and billed to the Company on a monthly basis with appropriate documentation.

5. **Confidentiality/Non-Disclosure.**Consultant agrees and acknowledges that the Company has developed Confidential Information at great time and expense and further agrees that the Company has provided and/or will provide and will continue to provide Consultant with access to Confidential Information of the Company. Consultant covenants and agrees that, except to the extent the access, use or disclosure of any Confidential Information is required to carry out Consultant’s services to the Company, during the Term and for two (2) years thereafter: (a) Consultant shall keep strictly confidential and not disclose to any person not employed by the Company any Confidential Information; and (b) Consultant shall not access, use or disclose for Consultant or for any other person or entity any Confidential Information. “Confidential Information” means all confidential, proprietary or business information related to the Company’s business (including the Business) that is furnished to, obtained by, or created by Consultant during the Term and which could be used to harm or compete against the Company. Confidential Information includes, by way of illustration, such information relating to: (a) formulae and processes used to calculate and negotiate prices to be charged customers; (b) employee performance metrics and other personnel information; (c) customers, including customer lists, preferences, contact information, contractual terms, prices, and billing histories; (d) finances, including financial statements, balance sheets, sales data, forecasts, and cost analyses; (e) plans and projections for business opportunities for new or developing business, including marketing concepts and business plans; (f) research and development activities, technical data, computer files, and software; and (g) operating methods,

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business processes and techniques, services, products, prices, costs, service performance, and operating results. Pursuant to 18 U.S.C. 1833(b), an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

6. Intellectual Property Rights. The Company will be the sole and exclusive owner of any and all inventions, discoveries, developments, designs, innovations, information, trade secrets, plans, reports, presentations, software, source code, applications, marketing and other materials, and works of authorship that are conceived, developed or made by Consultant alone or in conjunction with any other person or entity during the term of this agreement and that (1) are developed using the Company’s resources, equipment, supplies, facilities, trade secrets, or time, or (2) result from Consultant’s performance of the Services (collectively, the “Intellectual Products”). Consultant will promptly make full written disclosure to the Company all Intellectual Products created or developed by Consultant (solely or jointly with others). As a material condition to this Agreement, and the compensation Consultant is receiving under this Agreement, Consultant hereby assigns all of Consultant’s right, title, and interest in the Intellectual Products in perpetuity in all media, whether now known or later devised, and in all copyrights, patents, mask work rights, trade secrets, database rights or other intellectual property rights, however denominated. Consultant waives any so-called “moral rights” in the Intellectual Products and agrees to waive and not assert any so-called “moral rights” against the Company. Consultant will execute all papers, including patent applications, invention assignments, and copyright assignments, and will otherwise assist the Company (at the Company’s expense) to perfect its rights to the Intellectual Products. Consultant irrevocably appoints the Company as Consultant attorney-in-fact with authority to execute, on behalf of Consultant, all papers necessary to perfect the Company’s rights in the Intellectual Products. Consultant grants to the Company a non-exclusive, perpetual, world-wide, royalty-free, irrevocable license (with the right to sublicense) to use any intellectual property that Consultant uses in rendering the Contracted Services or that Consultant incorporates into any work produced in rendering the Services, including but not limited to any inventions, discoveries, innovations or works of authorship that were conceived and owned by Consultant prior to the term of this Agreement.

7. Arbitration. Consultant acknowledges that as part of this Agreement, the Parties have agreed to submit to arbitration any future disputes between them, whether or not arising out of this Agreement. Thus, all future disputes, controversies or differences which may arise between the Parties, whether arising in contract, statute, tort, fraud, misrepresentation, discrimination, harassment, retaliation, common law or any other legal theory, including, but not limited to disputes relating to the making, performance or interpretation of this Agreement, including the relationship created by this Agreement, and claims or other disputes arising under any federal, state or local law or regulation, statute, law or ordinance whenever brought, which cannot be settled by the Parties themselves, shall be settled finally and bindingly by arbitration, to be held in New York, New York, in accordance with the Federal Arbitration Act and with the Commercial Arbitration and Mediation Rules then in effect of the American Arbitration Association (“AAA”) available at www.adr.org, provided that the Company shall be responsible for all fees and costs

4

unique to the arbitration process (recognizing that each side bears its own mediator costs and deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). In any arbitration proceeding conducted pursuant to this paragraph, the Parties shall have the right to discovery, to call witnesses, and to cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons for the arbitration award. Both Parties are bound by this agreement to arbitrate. This does not include disputes, controversies or differences which may not by law be arbitrated, and expressly does not prevent either party from seeking equitable, including injunctive, relief in a court of competent jurisdiction and/or pursuing any claim or relief for breach of Section 5 of this Agreement in a court of competent jurisdiction. With respect to any claims for sexual harassment or sexual assault as well as any claims related thereto (‘Excludable Claims’), Consultant may elect to avoid enforcement of the duty to arbitrate and class action waiver in this agreement/policy. However, should Consultant file a lawsuit alleging both Excludable Claims and claims unrelated to the sexual harassment or sexual assault claims (‘Unrelated Claims’), the Parties agree the duty to arbitrate and class action waiver still governs the Unrelated Claims. Consultant may not elect to avoid enforcement of the duty to arbitrate and class action waiver in this agreement/policy as to the Unrelated Claims. The Parties agree to cooperate in enforcing this agreement/policy as to the Unrelated Claims, e.g., severing the Unrelated Claims and pursuing them in arbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING.

8. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

9. Entire Agreement. This Agreement sets forth the entire understanding between the parties as to the subject matter of this Agreement and merges all prior discussions, negotiations, letters of understanding or other promises, whether oral or written, provided, however, that any restrictive covenants to which Consultant remains subject in any other agreement between the Company and Consultant remain in full force and effect.

10. Modification. No waiver, alteration, or modification of this Agreement shall be valid unless made in writing and signed by the Party to be charged.

11. Assignment. Consultant may not assign this Agreement to any person in whole or part without the prior written consent of the Company.

12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York.

13. Notices. All notices required to be given under this Agreement shall be in writing and shall be deemed effective when received and shall be deliverable in person, or by facsimile transmission (with confirmation of receipt), or by mail, postage prepaid, for delivery as registered or certified mail addressed, (i) in the case of Consultant, to Consultant at the address designated by Consultant in the signature block and (ii) in the case of the Company, to Tim Broadfoot, CFO, at tim@sharonai.com, with a copy to legal@sharonai.com, or such other address as the Company may designate in writing to Consultant.

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14. Headings. The division of this Agreement into sections, clauses, paragraphs or subdivisions thereof, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation hereof.

15. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Signed signature pages may be transmitted by facsimile, and any such signature shall have the same legal effect as an original.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by themselves or their duly authorized officers as of the date and year first above written.

WOLFGANG SCHUBERT		SHARONAI OPERATIONS, LLC
By:	/s/ Wolfgang Schubert	By:	/s/ James Manning
Address:	1150<br> Park Avenue, Apt 3A New York, NY 10128	Title:	Chairman
Email Address:	wolf@sharonai.com	Date:	01/22/2026
Date:	01/21/2026

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Exhibit 10.3

22/01/2026

James Manning

1180 Barrenjoey Road

Palm Beach, NSW 2108

Dear James,

Employment offer with SharonAI Pty Ltd (ACN 645 215 194) (Employer)

We are delighted to make you an offer of employment.

This letter sets out particulars of our offer of employment. If you accept this offer of employment your employment contract (Contract) will be set out in:

1.	the terms of this letter;
2.	the terms of employment (Terms), a copy of which is attached.
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Please consider the terms of this letter and the attached document very carefully. The proposed Terms contain various undertakings on your part with respect to confidential information and post-termination conduct, in the event that your employment with us ends. Accordingly, it is important that you take the time required to carefully read all the documents and take independent legal advice if there is any aspect that is unclear to you.

Whilst you will be employed by SharonAI Pty Ltd, SharonAI Pty Ltd’s parent company SharonAI Holdings Inc has agreed to guarantee particular obligations of SharonAI Pty Ltd in respect of your employment and accordingly, Sharon AI Holdings Inc is a party to this Contract to the extent of the guarantee provided.

Should you wish to accept this offer of employment, you must:

(a)	initial each page of the Terms;
(b)	sign a counterpart of this letter where indicated; and
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(c)	deliver the initialled Terms and the counterpart signed copy of this letter to us within 7 days of the date of this letter.
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| --- |

The particulars of our offer of employment are as follows:

1.	Job title/role	You are employed as Chief Executive Officer, on a full-time basis.
2.	Commencement date	On such date as made effective by the Board of Directors, with pay commencing 01/01/2026
3.	Job description	Your duties will include the duties set out in your Job Description and other such duties determined by the Employer from time to time.
4.	Supervisor	You will report to the Board of Directors.
5.	Remuneration	You will be paid an annual base salary of AUD$200,000.00<br> (Annual Salary).<br><br> <br><br><br> <br>Subject to the Terms, this is the total remuneration<br>paid to you.
6.	Review of Annual Salary	The Annual Salary may be reviewed on the occurrence<br> of a Listing Event or Liquidity Event (Review).<br><br> <br><br><br> <br>The Review (and any increase to the Annual Salary)<br> is subject to several factors, including:<br><br> <br><br><br><br>(a)<br><br> <br>your performance;<br><br> <br><br><br><br>(b)<br><br> <br>the performance of the Employer; and<br><br> <br><br><br><br>(c)<br><br> <br>current market conditions.<br><br> <br><br><br> <br>For the avoidance of any doubt, the Employer<br>is under no obligation to increase the Annual Salary, as part of any Review, and your Annual Salary may remain the same.
7.	Discretionary bonus scheme	You may be eligible to participate in the Employer’s discretionary bonus scheme, in accordance with the rules of that scheme, as amended from time to time (Bonus Scheme). The Bonus Scheme which may be in place from time to time may be modified or withdrawn at the sole discretion of the Employer. For the avoidance of any doubt, your participation in any Bonus Scheme does not guarantee that any bonus will be paid to you.
8.	Discretionary Offer of Shares	You may be eligible to participate in the Employer’s discretionary share scheme, in accordance with the rules of that scheme, as amended from time to time (Share Scheme). The Share Scheme which may be in place from time to time may be modified or withdrawn at the sole discretion of the Employer. For the avoidance of any doubt, your participation in any such Share Scheme does not guarantee that any shares, under the Share Scheme, will be allotted to you.
9.	Pay day	Currently on the 15^th^ day of each month but may change from time to time.

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| --- | | 10. | Location of work | Your location of work is either Sydney or North Sydney, New South Wales or any other location as the Employer may require from time to time on a temporary or permanent basis. You will be allowed to work from home (WFH) in accordance with the workload and requirements of your role. | | --- | --- | --- | | 11. | Superannuation | In addition to the Annual Salary, you will receive superannuation contributions in line with the minimum compulsory contribution rate required to be paid by the Employer, in accordance with applicable legislation. | | 12. | Hours of work | Your hours of work are made up those<br> reasonable hours as are necessary for the proper performance of your duties (Work Hours).<br><br> <br><br><br> <br>You are<br>required to perform the Work an as required basis consistent with the role.<br><br> <br><br><br> <br>You may be required to work other reasonable additional hours, in addition to the Work Hours, from time to time, including outside the abovementioned start and finish times, and days, as appropriate.<br><br> <br><br><br> <br>Subject to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job. | | 13. | Probationary period | Nil | | 14. | Annual leave & long service leave | You are entitled to statutory annual leave and long service leave entitlements, but not less than 6 weeks per year. | | 15. | Paid personal/carers leave (including sick leave) | You are entitled to statutory personal/carers leave (including sick leave). | | 16. | Unpaid parental leave (including maternity leave) | You are entitled to statutory unpaid parental leave (including maternity leave). | | 17. | Terms and conditions | The attached terms and conditions form part of your employment contract with the Employer. |

The National Employment Standards (NES) which govern the majority of employees commenced on 1 January 2010. The NES are minimum entitlements which are intended to apply to all private sector employees regardless of whether they are covered by a modern award, agreement or contract. The 10 matters covered by the NES include:

●	maximum weekly hours of work;
●	requests for flexible working arrangements;
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●	parental leave;
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●	annual leave;
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●	personal/carer’s leave and compassionate leave;
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| --- | | ● | community service leave; | | --- | --- | | ● | long service leave; | | --- | --- | | ● | public holidays; | | --- | --- | | ● | notice of termination or redundancy pay; and | | --- | --- | | ● | the provision of a Fair Work Information Statement to employees. | | --- | --- |

Please find enclosed a copy of the Fair Work Information Statement. It contains information about the NES, modern awards, agreement-making, the right to freedom of association, termination of employment, individual flexibility arrangements, rights of entry, transfer of business, and the respective roles of the Fair Work Commission and the Fair Work Ombudsman.

If any term of this employment contract is less favourable to you than the National Employment Standards, the National Employment Standards will prevail over the term to the extent that the term is less favourable. However, the NES does not form part of, and are not incorporated into, these Terms.

Yours faithfully

SharonAI Pty Ltd

Encl

I hereby accept the above terms and conditions of employment with the Employer:

/s/ James Manning	01/22/2026
Signature	Date
SIGNEDfor and behalf of SHARONAI PTY LTD ACN 645 215 194<br><br>by an authorised representative:
---	---
/s/ Tim Broadfoot	SharonAI Pty Ltd
Signature of authorised representative	Name of authorised representative (please print)
EXECUTEDby SHARONAI HOLDINGS INC <br><br>by its authorised signatory:
---
/s/ Tim Broadfoot
Signature of signatory
SharonAI Pty Ltd
Name of signatory (please print)
SharonAI Pty Ltd
---
(the Employer)
TERMS OF EMPLOYMENT
1.	Corporate Structure		1
---	---	---	---
2.	Period of Employment		1
	2.1	Letter of Offer and acceptance	1
	2.2	Probation	1
	2.3	Following probationary period	1
3.	Your Responsibilities		1
	3.1	Duties and responsibilities of Employees	1
	3.2	Job Description and job directions	2
	3.3	Operational requirements of the Employer and working conditions	2
	3.4	Other employment	2
	3.5	Confidentiality	2
	3.6	Secrecy	3
	3.7	Media and other communications	3
	3.8	Monitoring and surveillance/Information technology	3
	3.9	Pecuniary interests	3
	3.10	Ability to perform duties	4
	3.11	Work rights	4
	3.12	Medical examination	4
4.	Employee Benefits		4
	4.1	Annual leave	4
	4.2	Long service leave	5
	4.3	Paid personal/carers leave (including sick leave)	5
	4.4	Parental leave and compassionate leave	5
	4.5	Community service leave	5
	4.6	Family and domestic violence leave	6
	4.7	Public holidays	6
5.	Remuneration		6
	5.1	All entitlements included	6
	5.2	Expenses	6
	5.3	Salary sacrifice	7
6.	Ending (Terminating) the Employment		7
	6.1	By the Employee	7
	6.2	By the Employer upon giving notice	7
	6.3	By the Employer for proper cause	7
	6.4	Stand down	8
	6.5	Suspension	8
	6.6	Documents and other property of the Employer	8
	6.7	Resignation of directorships	9
	6.8	Authorised deductions	9
	6.9	Non disparagement and representations	10
	6.10	Gardening leave	10
7.	Restrictive Covenants after Termination of Employment		11
---	---	---	---
	7.1	Post termination restraint and non compete	11
	7.2	Damages for restraint	12
	7.3	Definitions	12
8.	Ownership of Intellectual Property		13
	8.1	Ownership of Intellectual Property	13
	8.2	Moral Rights	14
9.	Privacy		14
10.	Policies		14
11.	Social Media		15
12.	Survival		15
13.	Applicable Law		15
14.	Complying with Terms, Rules, Regulations and Legal Requirements		16
15.	General		16
16.	Definitions		17
Employee
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SharonAI Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Inc is the parent company of the Employer and guarantees particular obligations of the Employer in respect of your employment.

2.	Period of Employment
2.1	Letter of Offer and acceptance
---	---

Should you accept the offer of employment made in the Letter of Offer, your contract of employment with the Employer will comprise the Letter of Offer and these Terms. Acceptance of the employment offer made in the Letter of Offer is subject to your acceptance of these Terms.

2.2	Probation
(a)	If your initial employment is subject to a probationary period:
---	---
(1)	during the probationary period, either party may terminate these Terms by giving to the other one (1) week’s notice in writing or in the case of the Employer paying one (1) week’s wages in lieu of notice;
---	---
(2)	the Employer may extend the probationary period set out in the Letter of Offer for a reasonable period (of which you will be advised in writing).
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(b)	For the avoidance of any doubt, no notice is required under clause 2.2 if the Employer terminates your employment for proper cause under clause 6.3.
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2.3	Following probationary period
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Following expiration of any probationary period, subject to neither party exercising the rights to terminate these Terms under clause 2.2, your employment is confirmed and may be terminated only under clause 6.

3.	Your Responsibilities
3.1	Duties and responsibilities of Employees
---	---

You must:

(a)	well and faithfully serve the Employer and use your best endeavours to promote the interest and welfare of the Employer;
(b)	preserve and enhance the goodwill, business and reputation of the Employer and any Related Entity;
---	---
(c)	comply with all laws that are relevant to the work performed under these Terms;
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(d)	if required, in pursuance of your duties, undertake work not only for the Employer but also for any Related Entity, as the Employer may from time to time require; and
---	---
(e)	not bind or attempt to bind the Employer or any Related Entity to any agreement except as authorised by these Terms. You agree to indemnify the Employer or any Related Entity in respect of all unauthorised representations or agreements that you make and for which you do not have any express authority.
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Employee
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---
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Your duties include the duties set out in your Job Description and such other duties as the Employer may require from time to time. You must carry out your duties, efficiently and diligently, in accordance with such lawful orders, instructions and directions as the Employer may from time to time reasonably and lawfully give to you.

3.3	Operational requirements of the Employer and working conditions

The Employer retains the right to change your position, your location of work, your Job Description, your duties the operational procedures of the Employer and working conditions of employees, at any time, to bring about any structural or administrative change to the business of the Employer or provide a safe and healthy work environment for employees.

3.4	Other employment

You must not engage or be concerned (either directly or indirectly and either alone or jointly) in any capacity with any Person, including employment, consultancy or agency, which is in any way related to the business of the Employer including for a Competitor, unless you first obtain the consent in writing of the Employer.

3.5	Confidentiality
(a)	You must not, during or after the period of your employment with the Employer, except in the proper course of your duties or as permitted by the Employer in writing or as required by law, use for your own benefit or gain, divulge to any person, firm, company or other organisation whatsoever, or use any trade secret or any Confidential Information belonging to the Employer including but not limited to information regarding:
---	---
(1)	the business or financial arrangements or position of the Employer or any Related Entity of the Employer;
---	---
(2)	without limiting the generality of clause 3.5(a)(1), any computer programs, templates, patterns, models or designs created by you during the course of your employment with the Employer or otherwise, technical data, trade secrets, business processes or corporate information, financial information, manuals or computer software and know-how;
---	---
(3)	details of suppliers of the Employer or any Related Entity, including details of the agreements and arrangements with suppliers;
---	---
(4)	details of Clients of the Employer or any Related Entity including client relationship details, client files and client lists;
---	---
(5)	any of the dealings, transactions or affairs of the Employer or any Related Entity of the Employer.
---	---
(b)	You must, during and following the period of your employment with the Employer, use your best endeavours to prevent the publication, use or disclosure of any such trade secret or Confidential Information.
---	---
(c)	Any Confidential Information which is disclosed by you in accordance with these Terms, must only be done to the limited extent it is necessary, to Persons who:
---	---
(1)	have been approved by the Employer, to receive such information;
---	---
(2)	are aware and agree that the Confidential Information must be kept confidential; and
---	---
(3)	sign and agree to be bound by the terms of any confidentiality agreement, as may be required by the Employer to be signed, from time to time.
---	---
Employee
---

| 3 |

| --- | | (d) | If you are uncertain about whether information is Confidential Information, you must immediately ask your supervisor or the Employer. Until you receive an answer, you must treat that information as Confidential Information. | | --- | --- | | (e) | Upon the termination of your employment with the Employer, you must not: | | --- | --- | | (1) | represent yourself as being in any way connected with or interested in the business of the Employer; or | | --- | --- | | (2) | at any time without the written authority of the Employer, divulge to any person any information in connection with the Employer or any of the businesses or customers or Clients of the Employer which you may have acquired during your employment. | | --- | --- | | (f) | You acknowledge that a breach of this clause may cause the Employer or any Related Entity (whichever is applicable) irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies, the Employer or any Related Entity (whichever is applicable) may seek and obtain injunctive relief against such a breach or threatened breach. | | --- | --- | | (g) | You will fully indemnify the Employer in respect of any and all loss, damage, claims, liability, cost and expenses, of any kind, suffered or incurred by the Employer as a result of your breach of this clause, in any way, including, but not limited to, any disclosure by you of any Confidential Information to any Person(s), other than is authorised under these Terms. | | --- | --- | | 3.6 | Secrecy | | --- | --- |

To the extent permitted by law, you agree not to disclose the content of these Terms (other than the remuneration provisions) to any third party whatsoever except for the purpose of obtaining legal advice or compliance with the obligations of a party under any legislation.

3.7	Media and other communications

Unless expressly authorised by the Employer in writing you are prohibited from dealing with the media of whatever kind and are not authorised to give details regarding the Employer or its operations.

3.8	Monitoring and surveillance/Information technology

As a condition of using the Employer’s communication and information technology systems you consent to the Employer carrying out continuous monitoring, recording and surveillance of all communications, and all use of, information technology systems and electronic resources (including telephone conversations, emails and internet access) in the course of your employment and when using resources of the Employer outside work.

3.9	Pecuniary interests

You must not have any direct or indirect pecuniary interests that would in the reasonable opinion of the Employer in any way compromise the performance of your duties under these Terms. In particular, you must not hold any position for monetary or other reward which would conflict with your responsibilities to the Employer or cause loss, detriment or embarrassment to the Employer.

Employee

| 4 |

---
---	---
(a)	You warrant to the Employer that there are no limitations on your ability to fully perform all of your duties and responsibilities for the Employer, including limitations arising from any medical restrictions or any prior employment.
---	---
(b)	You warrant to the Employer that you are able to perform the physical requirements and any other inherent requirements of the position. You consent to providing the Employer with all information (in writing and prior to signing these Terms) regarding any medical restrictions that may affect your ability to perform the position. The purpose of the Employer obtaining this information is to determine that you are able to safely perform the duties of this position and other related purposes.
---	---
(c)	You warrant to the Employer that you will not breach continuing obligations arising from any prior employment in the performance of your duties and responsibilities for the Employer, including confidentiality obligations.
---	---
(d)	You warrant to the Employer that any information provided by you to the Employer prior to signing these Terms is true and correct to the best of your knowledge.
---	---
(e)	Any breach of the provisions contained in this clause will constitute grounds for immediate termination of your employment.
---	---
3.11	Work rights
---	---

Your ongoing employment is conditional on you having the right to work in Australia at all times during your employment. The Employer may require you to provide documents evidencing your right to work in Australia.

3.12	Medical examination
(a)	If you suffer from or the Employer reasonably believes that you suffer from an illness or injury of any type and the Employer believes that work health and safety risks may arise as a result of you performing work, the Employer may require you to attend a medical examination to determine the extent of such risks (if any).
---	---
(b)	You consent to the doctor conducting such a medical examination and providing a medical report and any other information to the Employer. You also agree to sign any medical authority that a medical practitioner may require before releasing information to the Employer.
---	---
4.	Employee Benefits
---	---
4.1	Annual leave
---	---
(a)	You are entitled to annual leave in accordance with the relevant legislation and any applicable modern award (if any).
---	---
(b)	Annual leave may be taken for a period agreed between you and the Employer.
---	---
(c)	The Employer may not grant annual leave during peak business times, and you agree that any refusal by the Employer to grant you leave during these times is reasonable.
---	---
(d)	The Employer may require you to take paid annual leave in particular circumstances, including during all or part of any annual shutdown period of the Employer.
---	---
Employee
---

| 5 |

---
---	---

You are entitled to long service leave in accordance with the relevant legislation.

4.3	Paid personal/carers leave (including sick leave)
(a)	You are entitled to paid personal/carers leave (including sick leave) in accordance with the relevant legislation, and the policies and procedures of the Employer. Currently, that entitlement is ten (10) days for each year of service (which accrues progressively during a year of service according to your ordinary hours of work).
---	---
(b)	If you have not used all of your allowed personal leave and if you are absent from work on account of personal illness or on account of injury by accident you shall be entitled to leave of absence without deduction of pay subject to the following conditions and limitations:
---	---
(1)	you shall not be entitled to paid leave of absence for any period in respect of which you are entitled to worker’s compensation payments;
---	---
(2)	you shall as soon as reasonably practicable and prior to the ordinary hours of the first day or shift of such absence, telephone the Employer to advise of your inability to attend for duty and as far as practicable state the nature of the injury or illness and the estimated duration of the absence; and
---	---
(3)	you must prove to the satisfaction of the Employer that you were unable on account of such illness or injury to attend for duty on the day or days for which sick leave is claimed.
---	---
(c)	If you have exhausted your paid personal leave entitlements under this clause and you comply with the relevant statutory notice requirements, you are entitled to an additional two days’ unpaid carer’s leave per occasion in the event of illness or injury of, or an unexpected emergency affecting, an immediate family member or member of your household. The two days’ unpaid carer’s leave must be taken consecutively unless otherwise agreed between you and the Employer.
---	---
(d)	If you need (or needed) to take personal leave (paid or unpaid) in accordance with this clause, you must notify the Employer of the need as soon as practicable. The Employer reserves the right to require you to submit a medical certificate or statutory declaration for any personal leave you take (paid or unpaid) in accordance with the relevant legislation as amended from time to time.
---	---
(e)	For the purpose of this employment contract, immediate family means your spouse (including former, defacto and former defacto) or child, parent, grandparent, grandchild or sibling of you or your spouse.
---	---
(f)	For the avoidance of any doubt, you are not entitled to be paid out any accrued but untaken personal/carer’s leave on termination of your employment with the Employer.
---	---
4.4	Parental leave and compassionate leave
---	---

The Employer will grant parental leave and compassionate leave in accordance with the relevant legislation, and the policies and procedures of the Employer.

4.5	Community service leave

You will be entitled to community service leave in accordance with the relevant legislation as amended from time to time.

Employee

| 6 |

---
---	---

You will be entitled to paid family and domestic violence leave in accordance with the relevant legislation as amended from time to time.

4.7	Public holidays
(a)	You are entitled to all public holidays as proclaimed without loss of pay, where the public holiday falls on a day on which you would normally be required to work.
---	---
(b)	Where there is a need for work to be performed on a public holiday, the Company may request that you attend work. You may only refuse the request if you have reasonable grounds for doing so.
---	---
5.	Remuneration
---	---
5.1	All entitlements included
---	---
(a)	You acknowledge and agree that the totality of the remuneration payable under these Terms, however described (Total Remuneration) compensates you for all work performed and includes all payments and benefits the Employer is legally obliged to provide.
---	---
(b)	You acknowledge that your Total Remuneration is inclusive of a basic rate of pay that is at least equal to the minimum rate under a modern award or the national minimum wage, whichever is applicable to you, for each hour worked including but not limited to, reasonable additional hours, entitlements to payment on breaks, overtime rates, loadings (including but not limited to annual leave loading and shift loading), penalty rates, allowances and any other entitlement which may be or become due to you under any relevant modern award, industrial agreement or statute that may apply to you.
---	---
(c)	For the avoidance of any doubt, the Total Remuneration is specifically set-off against, applies to and absorbs any minimum entitlements or other benefits that you are or may become entitled to for work performed during any and all pay periods, including but not limited to, any minimum wages or pay rates, entitlements to payment on breaks, overtime rates, loadings (including but not limited to annual leave loading and shift loading), penalty rates, allowances and any other entitlement which may be or become due to you under any relevant modern award, industrial agreement or statute that may apply to you.
---	---
(d)	If at any time you are entitled to any payment or other benefit as a consequence of the employment, whether under any relevant modern award, industrial agreement or statute, you agree that the payment or benefit is calculated at the applicable minimum rate of pay in the industrial agreement, any relevant modern award or statute.
---	---
(e)	You will not be paid less than the amount that you would otherwise be entitled to receive under any applicable modern award, industrial agreement or statute.
---	---
5.2	Expenses
---	---

You shall be entitled to reimbursement of such expenses that are incurred by you, with the prior written consent of the Employer, in performing your duties under these Terms. For the avoidance of any doubt, evidence of such expenses (such as original receipts) is required before any reimbursement will be made to you.

Employee

| 7 |

---
---	---

Subject to any legal requirements, you may request to salary sacrifice a portion of your pre-tax Total Remuneration including, for example, by requesting that the Employer pays a portion of your pre-tax Remuneration into your nominated superannuation fund or applies it against payments for a motor vehicle.

6.	Ending (Terminating) the Employment
6.1	By the Employee
---	---

You may terminate your employment with the Employer by giving three (3) months notice in writing to the Employer.

6.2	By the Employer upon giving notice
(a)	The Employer may terminate your employment by giving three (3) months notice in writing or payment in lieu of notice.
---	---
6.3	By the Employer for proper cause
---	---
(a)	The Employer may terminate these Terms at any time without prior notice if you:
---	---
(1)	commit any serious or persistent breach of any of the provisions of these Terms;
---	---
(2)	are guilty of any serious misconduct or wilful neglect in the discharge of your duties;
---	---
(3)	become of unsound mind;
---	---
(4)	are convicted of any criminal offence other than an offence which in the reasonable opinion of the Employer does not affect your position as employee of the Employer;
---	---
(5)	breach the alcohol and drug policy of the Employer while performing your duties; or
---	---
(6)	do anything which would justify summary dismissal at common law.
---	---
(b)	Serious misconduct for the purposes of clause 6.3(a)(2) which will result in instant dismissal includes any of the following:
---	---
(1)	physical violence or fighting, provoked or otherwise;
---	---
(2)	wilful misuse of or damage to the property of the Employer;
---	---
(3)	failure to observe safety rules;
---	---
(4)	unauthorised possession of the property of the Employer;
---	---
(5)	possession, consumption or being under the influence of illicit drugs on or off the premises of the Employer during working hours including meal breaks;
---	---
(6)	refusal to perform work assigned in accordance with your Job Description, unless such refusal is lawful;
---	---
(7)	serious breaches of the policies of the Employer;
---	---
(8)	wilful disobedience;
---	---
(9)	abandonment of employment;
---	---
Employee
---

| 8 |

| --- | | (10) | dishonesty; | | --- | --- | | (11) | sexual harassment; | | --- | --- | | (12) | criminal conduct whether inside or outside the workplace; | | --- | --- | | (13) | being convicted with a serious criminal offence, resulting in a custodial sentence; | | --- | --- | | (14) | any conduct, which results in serious physical harm to a fellow employee, customer, Client, third party or agent of the Employer; | | --- | --- | | (15) | engaging in deliberate conduct which has the potential, in the opinion of the Employer, to seriously compromise in any way the safety of any employees, customers, Client, third parties or agents of the Employer; | | --- | --- | | (16) | any wilful conduct, actions or communications which are likely to materially damage the business or the reputation of the Employer or the reputation of any officer of the Employer including making any such written or verbal communication or statement by a medium including radio, television, internet, chat room, email, website or otherwise; and | | --- | --- | | (17) | use or conversion for your own benefit of any money, information or property belonging to the Employer or any of its customers, or assist any others in such behaviour. | | --- | --- | | 6.4 | Stand down | | --- | --- | | (a) | The Employer has the right to stand you down without pay for any day you cannot do your usual work for any reason, including any strike, breakdown in machinery or circumstances outside the Employer’s control such as pandemics or other natural disasters. | | --- | --- | | 6.5 | Suspension | | --- | --- | | (a) | The Employer may suspend you, with or without pay, while investigating any matter that the Employer reasonably believes could lead to the Employer exercising its rights to terminate your employment or taking other disciplinary action against you. | | --- | --- | | (b) | During any period of suspension, the Employer is not required to provide you with any work, and the Employer may: | | --- | --- | | (1) | restrict your access to the Employer’s premises; | | --- | --- | | (2) | require you to return any property of the Employer, including any Confidential Information; | | --- | --- | | (3) | restrict your ability to access the Employer’s computer systems; and/or | | --- | --- | | (4) | require that you have no access or contact with the Employer’s Clients, suppliers or employees. | | --- | --- | | 6.6 | Documents and other property of the Employer | | --- | --- | | (a) | Upon termination of your employment (regardless of the reason for the termination) without any further demand, you must deliver to the Employer or any Related Entity, or its authorised representative: | | --- | --- | | (1) | all computer discs, tapes, documents, records, notebooks, and similar repositories of Confidential Information, in your possession or control relating in any way to any Confidential Information, trade secrets, or the business or affairs of the Employer or any Related Entity; and | | --- | --- | | (2) | any property of the Employer or any Related Entity, to which the Employer or any Related Entity has an entitlement to possession. | | --- | --- | | Employee | | --- |

| 9 |

| --- | | (b) | You are not entitled to retain a copy of a document referred to in clause 6.6(a). | | --- | --- | | (c) | If you have in your possession information or data belonging to the Employer or any Related Entity which is recorded on any computer, mobile phone or any medium such that it is not capable of delivery to the Employer, or any Related Entity, you must advise the Employer of that fact and, subject to the right of the Employer or any Related Entity to obtain a copy of that information or data, erase that information or data so that it cannot be accessed, retrieved or reconstructed. | | --- | --- | | (d) | You must provide to the Employer reasonable access to the devices outlined in clause 6.6(c) for the Company to confirm that all property of the Employer and confidential information has been removed or deleted. | | --- | --- | | 6.7 | Resignation of directorships | | --- | --- | | (a) | If on the termination of your employment you are a director or other officer of the Employer or another Related Entity you must resign as a director or officer of that Employer or Related Entity as soon as practicable after the termination of your employment. | | --- | --- | | (b) | You irrevocably appoint the Secretary of the Employer, or any other employee nominated by the Employer or the Related Entities, as attorney to sign any documents required to give effect to your resignation from your position as director or officer as described in clause 6.7(a). | | --- | --- | | (c) | If your employment is terminated and you resign as a director or other officer, as contemplated in clause 6.7(a), you have no entitlement to any compensation for the loss of that office. | | --- | --- | | (d) | In the event the Company fails to process your resignation within 14 days, The Company irrevocably appoints you as its attorney to sign any documents required to give effect to your resignation from your position as director or officer as described in clause 6.7(a), and the appointment of the Chief Executive Officer or Company Secretary or other such member of the Board to replace your role as director or other officer. | | --- | --- | | 6.8 | Authorised deductions | | --- | --- | | (a) | If you receive a remuneration payment in excess of the amount owing to you in any one pay period, you authorise the Employer to make appropriate deductions from your remuneration payment in the next pay period or agreed number of pay periods immediately following discovery of overpayment. | | --- | --- | | (b) | The Employer may deduct from any amounts owing to you on termination of your employment: | | --- | --- | | (1) | any amounts whatsoever owing by you to the Employer from time to time; | | --- | --- | | (2) | any compensation for unreturned property of the Employer or any Related Entity; and | | --- | --- | | (3) | if you fail to give the required notice of termination under these Terms, the amount that you would have been paid in respect of the period of notice less any period of notice actually given by you. | | --- | --- | | Employee | | --- |

| 10 |

| --- | | (c) | You acknowledge and agree that any such deductions are at your direction, are reasonable and are principally for your benefit. | | --- | --- | | (d) | You agree to execute any such document provided by the Employer from time to time to give effect to this clause including in respect of authorising any such deductions at termination of your employment, or otherwise. | | --- | --- | | 6.9 | Non disparagement and representations | | --- | --- |

Following the termination of your employment for any reason, you agree not to:

(a)	make representations that you are in any way connected with the business of the Employer or any Related Entity; and
(b)	disparage the Employer or any Related Entity and any directors, managers or employees of the Employer or any Related Entity, in any way, whatsoever.
---	---
6.10	Gardening leave
---	---
(a)	If at any time either party gives notice of termination pursuant to these Terms, the Employer may, in its absolute discretion, modify your employment arrangements.
---	---
(b)	Where such modification occurs, during the notice period you:
---	---
(1)	may be required to perform duties which are different to those which you were required to perform during your employment, provided that you have the necessary skill and competence to perform the duties;
---	---
(2)	require you to work through all or part of your notice period;
---	---
(3)	elect to make payment in lieu of all or part of your notice period;
---	---
(4)	may be required to perform no duties at all;
---	---
(5)	may be required not to attend the premises of the Employer, unless expressly requested to do so;
---	---
(6)	may be required not to have dealings with any customers or Clients of the Employer;
---	---
(7)	agree to be reasonably available to the Employer;
---	---
(8)	will remain an employee of the Employer.
---	---
(c)	If you fail to provide the Employer with the required period of notice, the Employer may withhold any payments due to you on termination of your employment to a maximum amount permitted by an applicable modern award or otherwise equivalent to what you would have received had you worked the non-completed part of the required notice period.
---	---
Employee
---

| 11 |

---
---	---
7.1	Post termination restraint and non compete
---	---
(a)	You undertake and agree that you will not at any time during the Restraint Period:
---	---
(1)	directly or indirectly approach, canvass, solicit or endeavour to entice away from the Employer or a Related Entity (including through the use of Social Media), the business or custom of any Restrained Client;
---	---
(2)	perform any work or provide any services performed by you in the twelve (12) months preceding the date of termination of your employment for, or on behalf of any Restrained Client;
---	---
(3)	directly or indirectly solicit, induce or encourage any Restrained Client (including through the use of Social Media), to terminate or to not renew any business relationship, contract or arrangement that Person has with the Employer or a Related Entity;
---	---
(4)	directly or indirectly, induce or encourage any director or employee of, or consultant to, the Employer or a Related Entity (including through the use of Social Media), to terminate or to not renew any business relationship, contract or arrangement that Person has with the Employer or a Related Entity whether or not that Person would commit a breach of that Person’s contract;
---	---
(5)	without prior written consent of the Employer directly or indirectly carry on or be engaged, concerned with or interested whether as a shareholder, director, employee, partner, joint venture participant, principal, agent, trustee, consultant, unitholder or otherwise involved in carrying on any business for a Competitor, within the Restraint Area; or
---	---
(6)	counsel, procure or otherwise assist any person to do any of the acts referred to in subclauses 7.1(a)(1)-(5) above.
---	---
(b)	You acknowledge and agree that:
---	---
(1)	Each of the covenants made by you in clause 7.1(a) constitutes a separate and independent restraint imposed on you under these Terms.
---	---
(2)	Should any of the covenants made by you in clause 7.1(a) be, or become, unenforceable, that does not affect the validity or enforceability of the other covenants made under clause 7.1(a).
---	---
(3)	Damages may be inadequate compensation for breach of the obligations contained in this clause and, subject to the Court’s discretion, the Employer may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be in breach of this clause.
---	---
(c)	The restraints in clause 7.1(a) are reasonable and necessary to protect the Employer’s legitimate business interests, including the preservation of its Restrained Client relationships, the goodwill of its business and its Confidential Information.
---	---
Employee
---

| 12 |

---
---	---
(a)	Should you breach the provisions of clause 7.1 with respect to competition, then you agree and irrevocably acknowledge that the damages payable by you to the Employer:
---	---
(1)	include damages assessed in accordance with clause 7.2(b); and
---	---
(2)	that such damages represent a genuine pre-estimate of the loss which will be suffered by the Employer as a result of such a breach.
---	---
(b)	Damages payable by you upon breach of the provisions of clause 7.1 shall include:
---	---
(1)	where the Employer has been instructed by the Restrained Client before the breach over a period exceeding twelve (12) months then for an amount equivalent to 75% of the net fees in accounts or services rendered by the Employer for or in respect of that Restrained Client in the twelve (12) months preceding the date upon which you received instructions to act for the Restrained Client; and
---	---
(2)	where the Employer has been instructed by the Restrained Client before the breach over a period not exceeding twelve (12) months then for an amount which in the opinion of the Employer would have been 75% of the amount of net fees in accounts or services rendered by the Employer for or in respect of that Restrained Client in the twelve (12) months preceding the date upon which you received instructions to act for the Restrained Client having regard to the Restrained Client and its/his/her business and the circumstances of the instructions.
---	---
7.3	Definitions
---	---

In this clause 7:

(a)	Restrained Client means any Person:
(1)	who is or has been a Client, adviser, or customer of the Employer or a Related Entity within twelve (12) months immediately preceding the date of termination of your employment with the Employer and with whom you have had personal contact or dealings (or with whom a person reporting to you has had personal contact or dealings) at any time during the twelve (12) months preceding the date of termination of your employment with the Employer;
---	---
(2)	with whom you have had discussions on behalf of the Employer or a Related Entity, whether concluded or unconcluded, at any time during the twelve (12) months preceding the date of termination of your employment with the Employer, with a view to that Person receiving products or services from the Employer;
---	---
(3)	who has entered into a joint venture agreement with the Employer or a Related Entity regardless of whether you have had personal contact or dealings with that Person at any time during your employment with the Employer; or
---	---
(4)	who has a contractual relationship with the Employer or a Related Entity which in any way benefits the Employer or a Related Entity.
---	---
Employee
---

| 13 |

| --- | | (b) | Restraint Area means: | | --- | --- | | (1) | Australia, or if that area is decided by a court to be unenforceable then; | | --- | --- | | (2) | New South Wales, or if that area is decided by a court to be unenforceable, then, | | --- | --- | | (3) | Greater metropolitan region of Sydney. | | --- | --- | | (c) | Restraint Period means: | | --- | --- | | (1) | twelve (12) months commencing on the date of termination of your employment with the Employer, or if that period is decided by a court to be unenforceable, then; | | --- | --- | | (2) | nine (9) months commencing on the date of termination of your employment with the Employer, or if that period is decided by a court to be unenforceable, then; | | --- | --- | | (3) | six (6) months commencing on the date of termination of your employment with the Employer, or if that period is decided by a court to be unenforceable, then; | | --- | --- | | (4) | three (3) months commencing on the date of termination of your employment with the Employer. | | --- | --- | | 8. | Ownership of Intellectual Property | | --- | --- | | 8.1 | Ownership of Intellectual Property | | --- | --- | | (a) | Intellectual Property includes Confidential Information, trade marks, patents, copyright, creations, concepts, formulations, designs, slogans, promotions, techniques, processes, frameworks, diagrams, thinking structures, protocols, models, know-how and other intellectual property rights. It includes all property rights in, or relating to, any information, data, discovery, improvement, design, invention, documentation, business method, computer programming method, software, new or modified procedures or developments or similar and other non-physical property. | | --- | --- | | (b) | The Employer owns all Intellectual Property that you may discover, produce or conceive which is related in any way to the Employer’s business (whether or not it can be patented, can be subject to copyright or can be protected in any other way). This includes Intellectual Property discovered, produced or conceived: | | --- | --- | | (1) | during employment (whether or not it is during office hours or on the Employer’s premises); | | --- | --- | | (2) | after employment has terminated, if it is based on something you worked on or became aware of while employed by the Employer; | | --- | --- | | (3) | by using the Employer’s Confidential Information or its resources. | | --- | --- | | (c) | You give up any claim to that Intellectual Property and irrevocably assign it to the Employer. You agree to sign and execute all documents and give the Employer any assistance and information required to assign ownership of Intellectual Property in any part of the world for the Employer’s exclusive benefit. | | --- | --- | | (d) | You appoint the Employer as your attorney to do anything you are required to do under this clause. | | --- | --- | | (e) | You must notify the Employer in writing of any Intellectual Property covered in clause 8.1(b) as and when developed so that the Employer can take the necessary steps to protect its rights in that Intellectual Property. | | --- | --- | | Employee | | --- |

| 14 |

| --- | | (f) | You will return all originals and copies of information to the Employer, including design, documentation, software and material relating to any Intellectual Property, at the Employer’s request or when your employment ends. You must destroy any copies that you cannot return. You agree to confirm in writing that you have complied with this provision. | | --- | --- | | (g) | These Intellectual Property provisions apply both during and after the employment relationship ends. | | --- | --- | | 8.2 | Moral Rights | | --- | --- | | (a) | You waive any Moral Rights you have to any Intellectual Property referred to in clause 8.1(a) and (b). | | --- | --- | | (b) | You warrant that you have given this consent and undertaking genuinely and without being subjected to any duress by the Employer or any third party, and without relying on any representations other than those expressly set out in these Terms. | | --- | --- | | 9. | Privacy | | --- | --- | | (a) | You consent to the Employer collecting, using and disclosing your personal information, as defined in the Privacy Act 1988 (Cth), for any purpose relating to your employment. | | --- | --- | | (b) | You consent to the Employer disclosing your personal information to third parties where necessary for reasons relating to your employment or the conduct and administration of the Employer’s business. Third parties may include the Australian Tax Office, Australian Securities and Investments Commission, superannuation fund trustees and administrators, the Employer’s financial and legal advisers and law enforcement bodies. A third party may also be another company within the corporate group of which the Employer is a member. | | --- | --- | | 10. | Policies | | --- | --- | | (a) | Policies may be updated, varied or amended by the Employer from time to time. | | --- | --- | | (b) | You must comply with the duties and obligations imposed on you under all Policies during your employment, including under a Policy that is updated, varied or amended. | | --- | --- | | (c) | Consequences of a breach of a Policy by you may constitute serious misconduct and may result in disciplinary action up to and including termination of your employment. | | --- | --- | | (d) | You acknowledge that; | | --- | --- | | (1) | no Policy forms part of these Terms unless expressly agreed in writing between you and the Employer; and | | --- | --- | | (2) | this clause is not intended to create any binding obligations on the Employer to provide you with any benefits conferred on you under any Policy. | | --- | --- | | (e) | In the event of any inconsistency between these Terms and a Policy, these Terms will prevail to the extent of the inconsistency. | | --- | --- | | Employee | | --- |

| 15 |

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(a)	During your participation in Social Media activity in your personal time you must not make reference to your employment or association with the Employer or make comments or include content about the Employer. You will be held responsible for your conduct online if in the opinion of the Employer your conduct online harms the reputation or interests of the Employer or has the potential to harm the reputation or interests of the Employer.
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(b)	You authorise, acknowledge, consent and agree:
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(1)	to assign (and agree to assign) to the Employer from time to time throughout your employment, ownership of any Social Media account (including LinkedIn and Facebook) registered in your name for the benefit of the Employer and operated by you, which involves the use of the Employer’s information technology resources (including computers, networks or smart phones);
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(2)	to submit to, and cooperate with, any audit conducted by the Employer of any Social Media accounts operated by you (such as LinkedIn and Facebook), either registered in the Employer’s name and/or your name but only for the Employers benefit, including by delivering to the Employer or its authorised representative, without any further demand, any and all usernames and passwords associated with any such Social Media account, where the Employer has reasonable grounds for suspecting that any applicable law, policy of the Employer or these Terms, is being, or has been, breached (Audit);
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(3)	deliver to the Employer or its authorised representative, without any further demand, any and all usernames and passwords associated with any Social Media accounts operated by you on behalf of the Employer (such as LinkedIn and Facebook), and registered in the Employer’s name and/or your name for the Employers Benefit, (where it involves the use of the Employer’s information technology resources (including computers, networks or smart phones)), upon termination of your employment (regardless of the reason of the termination), for the purpose of conducting an Audit;
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(4)	that the post-termination and non-compete obligations set out in clause 7 apply equally to any conduct or threatened conduct by you on Social Media, including contact through Social Media.
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12.	Survival
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For the avoidance of doubt, any clause which by its nature is intended to survive termination of your employment survives termination of your employment and these Terms, including clause 3, 5, 6, 7, 8, and 11.

13.	Applicable Law

The Employer is required to observe certain minimum employment entitlements, including those arising under any modern award (if applicable). However, even though reference is made to certain award-related and legislative entitlements throughout the Terms and the Letter of Offer, no modern award, nor any other applicable industrial instrument or legislation (if applicable), are incorporated into these Terms.

Employee

| 16 |

---
---	---
(a)	These Terms will apply to your employment with the Employer whether you sign these Terms or not.
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(b)	The Employer reserves the right to update these Terms from time to time and subject to your acceptance, the updated Terms will apply to your employment with the Employer. You should ensure that you regularly read and understand the current version of the Terms. Contact your manager to gain access to the Terms.
---	---
(c)	You must abide by all rules, regulations and legal requirements of the Employer. To safeguard against breaching this requirement, you should read and review the relevant policy and procedures manual and operating guidelines regularly, and if still in doubt you should seek the advice of your manager.
---	---
15.	General
---	---
(a)	These Terms constitutes the entire agreement between the parties about its subject matter and supersedes all previous communications, representations, understandings or agreements between the parties on the subject matter.
---	---
(b)	These Terms are governed by the law in force in New South Wales.
---	---
(c)	Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. Each party waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum or to claim that those courts do not have jurisdiction.
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(d)	A party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise. Further, a waiver of a right under these Terms does not prevent the exercise of any other right.
---	---
(e)	If a court decides that part of these Terms is invalid or unenforceable, that part of the Terms will be modified (if possible) so that it is enforceable. If that part cannot be modified, it will be severed and the rest of the Terms will continue to operate.
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(f)	The Parent Company unconditionally and irrevocably guarantees the due and punctual:
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(1)	performance and observance by the Employer of all Guaranteed Obligations; and
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(2)	payment by the Employer of any money.
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(g)	If a breach occurs and is subsisting, the Parent Company will on demand made on it by the Employee:
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(1)	duly and punctually perform the Guaranteed Obligations; and
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(2)	duly and punctually pay to the Employee any money.
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Employee
---

| 17 |

| --- | | (h) | The Employee is not required to: | | --- | --- | | (1) | take any steps to enforce its rights under these Terms; or | | --- | --- | | (2) | incur any expense or make any payment, | | --- | --- | | (3) | before enforcing its rights against the Parent Company under these Terms. | | --- | --- | | (i) | If you are a new employee, you acknowledge receipt from the Employer of a Fair Work Information Statement. However, the Fair Work Information Statement does not form part of these Terms. | | --- | --- | | 16. | Definitions | | --- | --- |

Unless the context otherwise requires:

(a)	Client means any Person, contractor, firm, unit trust or company or other organisation which at any time during the continuance of your employment was a client, referrer of clients, supplier, adviser or customer of the Employer or a Related Entity.
(b)	Competitor means any business which sells, markets, supplies or otherwise promotes goods or services the same as or substantially similar to those sold, marketed, supplied or otherwise promoted by the Employer or a Related Entity, either now or in the future.
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(c)	Confidential Information includes all information of the Employer which has been specifically designated as confidential by the Employer, any patents (actual or pending), all trade secrets, formulas, designs and the like relating to the business affairs of the Employer, or any of its related entities, or any of their customers or clients or suppliers, or any person whose confidential information you access or obtain as a result of your employment. Without limitation, this includes any information concerning confidential know-how, clients lists, customer lists, supplier lists, information about tenders and proposals, information about products and services in development, business plans, sales plans, marketing plans, administration files, accounts, prospects, research, management, financing, products, inventions, designs, suppliers, clients, customers, management information systems, computer systems, processes and any data base, data surveys, specifications, drawings, records, reports, software or other documents, material or other information whether in writing or otherwise of or concerning the Employer, or any of its related entities, or any of their clients, customers or suppliers to which you have had access. This also includes any confidential information which you obtain for or from any third party under the terms of any confidentiality agreement, and any other information which relates to the commercial and financial activities of the Employer, the unauthorised disclosure of administration matters which would embarrass, harm or prejudice the Employer but does not extend to information already in the public domain unless such information arrived there by unauthorised means.
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(d)	Employer means SharonAI Pty Ltd (ACN 645 215 194).
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(e)	Guaranteed Obligations means every obligation on the part of the Employer (whether alone or not) which at any time arises under or in connection with these Terms including the payment or reimbursement of any costs, expenses, liabilities, losses or damages.
---	---
(f)	Job Description means any document or description given by the Employer which details without limitation the work or collection of duties and tasks that may comprise the day-to-day functions of your role and may be varied by the Employer from time to time in its absolute discretion.
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Employee
---

| 18 |

| --- | | (g) | Letter of Offer means the letter from the Employer to you dated 14/10/24 attached to the Terms. | | --- | --- | | (h) | Liquidity Event means: | | --- | --- | | (1) | a successful initial public offering of shares in the Employer; and/or | | --- | --- | | (2) | the entry by the shareholders of the Employer into an unconditional contract for a trade sale of all of the assets of the Employer. | | --- | --- | | (i) | Listing Event means<br> the admission of the entire share capital of the Employer, or any special purpose vehicle incorporated for that purpose, to the official<br> list of the Stock Exchange. | | --- | --- | | (j) | Moral Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended from time to time. | | --- | --- | | (k) | Parent Company<br> means SharonAI Holdings Inc or any subsequent parent company | | --- | --- | | (l) | Person means any person, firm, unit trust, partnership, company or other organisation. | | --- | --- | | (m) | Policy means any policy, employee handbook, practice or guideline of the Employer, whether extracted in these Terms or not, and as varied or amended from time to time by the Employer. | | --- | --- | | (n) | Related Body Corporate means any body corporate which is deemed to be related to the Employer by virtue of section 9 of the Corporations Act 2001 (Cth). | | --- | --- | | (o) | Related Entities means any entity connected with the Employer by an interest in a common economic enterprise, including the Parent Company, a Related Body Corporate of the Employer and Related Entity means any one of them; | | --- | --- | | (p) | Social Media means internet-based sites and services, including but not limited to, blogging and micro blogging websites such as Twitter; social networking sites such as Facebook and Instagram; professional networking sites such as LinkedIn; video and photo sharing websites such as YouTube, Instagram and Flickr; forums and discussion boards such as Google Groups and any other internet-based sites and services that would reasonably fall within the common understanding of the umbrella term “Social Media”, including as they develop in the future. | | --- | --- | | (q) | Stock Exchange means<br> the Australian Stock Exchange Limited or any recognised stock exchange approved by the Majority Shareholder. | | --- | --- | | (r) | Terms means the contract of employment constituted by these terms and conditions of employment and the Letter of Offer, as amended or updated from time to time. | | --- | --- | | Employee | | --- |

Exhibit 99.1

Sharon AI Announces Co-Founder & Chairman Mr. James Manning to

Become Chief Executive Officer

New York, USA – SharonAI Holdings Inc. and its subsidiaries (“Sharon AI”), a leading Australian Neocloud (SHAZ: OTC Markets, SHAZW: OTC Markets), announced Co-Founder and Chairman Mr. James Manning will become Chief Executive Officer of Sharon AI, effective January 23^rd^, 2026.

Mr. Manning has over 20 years’ experience across corporate finance, accounting, business, asset management and operations in both public & private companies. Over the last eight years, Mr. Manning has developed and monetized over 300MWs of high-performance compute infrastructure across the United States and Australia.

Mr. Manning has a Master of Business (Finance) and a Masters in Property Development from the University of Technology Sydney, as well as a Bachelor of Accounting from Australian Catholic University. He is a Fellow of the Institute of Company Directors (FAICD), and a Fellow of the Institute of Public Accountants (IPA).

Sharon AI Co-Founder and Chief Executive Officer, James Manning, said “As Co-Founder and now CEO of Sharon AI, I’m thrilled to lead the company into its next phase of growth. We’ve built a strong foundation — with additional capital, key strategic partnerships, and surging AI demand — we’re well positioned to deliver sovereign high-performance compute infrastructure at scale. I sincerely thank Wolf Schubert for his leadership over the past 18 months; his work has driven major milestones, and I’m pleased he’ll continue as Country Manager – USA to support our US development and Asia-Pacific hyperscale, AI lab and global enterprise sales opportunities.”

Sharon AI Country Manager - USA, Wolf Schubert, said “It has been a pleasure to work with the Sharon AI team over the previous 18 months, and with the recent sale of Sharon AI’s interest in Texas Critical Data Centers it was a logical time for me to assume the role of Country Manager – USA, a transition that enables James to step into the role of Chief Executive Officer. This leadership alignment allows the business to focus on its core Neocloud operations, delivering scalable, high-performance compute to research and enterprise customers throughout the Asia-Pacific region.

ENDS

Contacts

Sharon AI Media Enquiries:

Rosalyn Christian/Zachary Nevas

IMS Investor Relations

+1 203.972.9200

sharonai@imsinvestorrelations.com

About SHARON AI

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SharonAI Holdings Inc. (“SHARON AI”) and its subsidiaries, Australia’s leading Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.

Forward Looking Statements:

This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Examples of such forward-looking statements include but are not limited to express or implied statements regarding SHARON AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:

●	Service and product offerings;
●	Use of proceeds;
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●	Acceleration of the deployment of assets;
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●	Acceleration of Sharon AI’s ability to engage with additional potential customers;
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●	Expansion of Sharon AI’s data center footprint
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●	The firming of Sharon AI’s ability to formally lease additional capacity; and
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●	The strengthening of Sharon AI’s partner network.
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In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Registration Statement on Form S-4 filed with the SEC on October 21, 2025, as amended. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.

The forward-looking statements and other information contained in this news release are made as of the date hereof and SHARON AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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