0001493152-23-003701 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2023 • Sharps Technology Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2023, between Sharps Technology, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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WARRANT TO PURCHASE COMMON STOCK SHARPS TECHNOLOGY, INC.
Warrant Agreement • February 6th, 2023 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on February 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sharps Technology, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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

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

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

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

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