{"url_path":"/sec/shaz/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-023769-index.html","accession_number":"0001493152-26-023769","cik":"0002068385","ticker":"SHAZ","issuer_name":"SharonAI Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-023769-index.html","primary_entity_key":"0002068385","primary_entity_name":"SharonAI Holdings Inc."},"word_count":905,"has_tables":true,"body_markdown":"**Item\n6. Exhibits**\n\n \n\n**Exhibit No.**\n \n**Description**\n\n3.1\n \n[Amended and Restated Certificate of Incorporation of registrant, incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2025.](https://www.sec.gov/Archives/edgar/data/2068385/000182912625010236/sharonaiholdings_ex3-1.htm)\n\n3.2\n \n[Amended and Restated Bylaws of the registrant, incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2025](https://www.sec.gov/Archives/edgar/data/2068385/000182912625010236/sharonaiholdings_ex3-2.htm)\n\n3.3\n \n[Certificate of Amendment to Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2025.](https://www.sec.gov/Archives/edgar/data/2068385/000182912625010276/sharonaiholdings_ex3-1.htm)\n\n10.1+\n \n[Director Appointment Letter by and between Drew Kelton and SharonAI Holdings Inc. dated January 13, 2026, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 14, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000288/sharonaiholdings_ex10-1.htm)\n\n10.7\n \n[Membership Interest Purchase Agreement dated January 16, 2026, between SharonAI Inc. and New Era Energy & Digital Inc., incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000443/sharonaiholdings_ex10-1.htm)\n\n10.8\n \n[Senior Secured Convertible Promissory Note dated January 16, 2026, issued by New Era Energy & Digital Inc., incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000443/sharonaiholdings_ex10-2.htm)\n\n10.9\n \n[Guaranty dated January 16, 2026, between SharonAI Inc. and Texas Critical Data Centers LLC, incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000443/sharonaiholdings_ex10-3.htm)\n\n10.10\n \n[Security and Pledge Agreement dated January 16, 2026, among SharonAI Inc., New Era Energy & Digital Inc. and Texas Critical Data Centers LLC, incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000443/sharonaiholdings_ex10-4.htm)\n\n10.11\n \n[Deed of Trust and Security Agreement dated January 16, 2026, between SharonAI Inc. and Texas Critical Data Centers LLC, incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000443/sharonaiholdings_ex10-5.htm)\n\n10.12\n \n[Separation Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026 incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000505/sharonai_ex10-1.htm)\n\n10.13+\n \n[Consulting Agreement by and between Wolfgang Schubert and SharonAI Operations LLC dated January 22, 2026 incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000505/sharonai_ex10-2.htm)\n\n10.14+\n \n[Offer Letter Agreement by and between James Manning and SharonAI Pty Ltd dated January 22, 2026 incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000505/sharonai_ex10-3.htm)\n\n10.15\n \n[Form of Lock-up Agreement, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000182912626000835/sharonaiholdings_ex10-45.htm)\n\n10.16+\n \n[Director Appointment Letter by and between Benjamin Adams and SharonAI Holdings Inc. dated February 22, 2026, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000149315226007829/ex10-1.htm)\n\n10.17*#\n \n[Master Services Agreement (the “MSA”) and (ii) Service Order No. 1 (the “Service Order,” and together with the MSA, the “Agreements”) with ESDS Software Solutions Limited and certain of its subsidiaries](ex10-17.htm)\n\n10.18\n \n[Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000149315226019260/ex10-1.htm)\n\n10.19\n \n[Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2026](https://www.sec.gov/Archives/edgar/data/2068385/000149315226019260/ex10-2.htm)\n\n31.1*\n \n[Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex31-1.htm)\n\n31.2*\n \n[Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex31-2.htm)\n\n32.1**\n \n[Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex32-1.htm)\n\n99.1\n \n[Press Release dated May 15, 2026](ex99-1.htm)\n\n99.2\n \n[Presentation Materials](ex99-2.htm)\n\n101.INS*\n \nInline XBRL Instance Document\n\n101.SCH*\n \nInline XBRL Taxonomy Extension Schema Document\n\n101.CAL*\n \nInline XBRL Taxonomy Extension Calculation Linkbase\nDocument\n\n101.DEF*\n \nInline XBRL Taxonomy Extension Definition Linkbase\nDocument\n\n101.LAB*\n \nInline XBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE*\n \nInline XBRL Taxonomy Extension Presentation Linkbase\nDocument\n\n104*\n \nCover Page Interactive Data File - the cover page from\nthe Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 is formatted in Inline XBRL\n\n \n\n \n*\nFiled herewith.\n\n \n**\nFurnished herewith.\n\n \n+\nIndicates a management contract or any compensatory\nplan, contract or arrangement.\n\n \n#\nPortions\nof this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).\n\n \n\n-28-\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed\non its behalf by the undersigned, thereunto duly authorized.\n\n \n\n \n**SHARONAI HOLDINGS INC.**\n\n \n \n \n\nDate: May 13, 2026\nBy:\n*/s/ James Manning*\n\n \n \nJames Manning\n\n \n \nChairman, Chief Executive Officer\n\n \n \n(Principal Executive Officer)\n\n \n\n \n**SHARONAI HOLDINGS INC.**\n\n \n \n \n\nDate: May 13, 2026\nBy:\n*/s/ Timothy Broadfoot*\n\n \n \nTimothy Broadfoot\n\n \n \nChief Financial Officer\n\n \n \n(Principal Financial and Accounting Officer)\n\n \n\n-29-"}