Form 8-K

8-K — SkyAI, Inc.

Accession: 0001493152-26-026381

Filed: 2026-05-29

Period: 2026-05-29

CIK: 0001737995

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

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0001737995

2026-05-29

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STSS:CommonStockParValue0.0001Member

2026-05-29

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STSS:CommonStockPurchaseWarrantsMember

2026-05-29

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 29, 2026 (May 22, 2026)

SkyAI,

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41355

82-3751728

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

105

Maxess Road, Suite 124,

Melville,

NY 11747

(Address

of principal executive office) (Zip Code)

(631)

574-4436

(Registrants’

telephone number, including area code)

Sharps

Technology, Inc.

(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 obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001

SKYA

Nasdaq

Capital Market

Common

Stock Purchase Warrants

SKYAW

Nasdaq

Capital Market

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 ☒

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

May 22, 2026, SkyAI, Inc., a Nevada corporation (the “Company”) entered into an employment agreement (the “Agreement”)

with Arthur Levine, pursuant to which Mr. Levine was appointed as the Chief Financial Officer of the Company, effective immediately.

Mr.

Levine, age 68, has been serving as the interim Chief Financial Officer of the Company since February 2026. Mr. Levine has provided fractional

and interim consulting services from 2023 to 2026 to companies in various industries at various stages of growth. From March 2021 to

July 2023, Mr. Levine served as the Chief Financial Officer of NextNRG, Inc (f.k.a EzFill Holdings) (NASDAQ: NXXT), a mobile fueling

company. From 2014 to 2020, Mr. Levine served as the Chief Financial Officer of Sensus Healthcare (NASDAQ: SRTS), a medical device company.

Mr. Levine received his Bachelor of Science degree from The Wharton School of the University of Pennsylvania and is a Certified Public

Accountant.

Pursuant

to the Agreement, Mr. Levine is entitled to (i) an annual base salary of $400,000, payable at least monthly and subject to annual review

and potential increases by the Board of Directors (the “Board”) or a committee thereof and (ii) an annual cash bonus of 50%

of the base salary, contingent on performance and continued employment, payable in cash by March 15 of the year following the performance

year. In addition to an initial equity grant, Mr. Levine will also be eligible to receive equity-based compensation awards from time

to time, as determined in the sole discretion of the Board or a committee thereof.

The

Agreement contains a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants

that apply during his employment with the Company and for a period of 18 months following Mr. Levine’s termination. In the event

the Mr. Levine’s employment is terminated by the Company without cause or by Mr. Levine for good reason, Mr. Levine will be entitled

to a lump sum severance payment equal to one (1) times Mr. Levine’s base salary and accelerated vesting of any outstanding equity

awards, subject to Mr. Levine’s execution and non-revocation of a release of claims; provided that, in the event such termination

occurs in connection with a change in control of the Company, in addition to the acceleration of any outstanding equity awards Mr. Levine

will be entitled to a lump sum severance payment equal to three (3) times Mr. Levine’s base salary.

There

are no arrangements or understandings between the Company and Mr. Levine pursuant to which Mr. Levine was appointed and there is no family

relationship between or among any director or executive officer of the Company or Mr. Levine. There are no transactions, to which the

Company is or was a participant and in which Mr. Levine has a material interest subject to disclosure under Item 404(a) of Regulation

S-K.

The

foregoing descriptions of the Agreement do not purport to be complete and is qualified in its entirety by reference to the full text

of the Agreement, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

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

of Certain Officers.

The

information set forth in Items 1.01 is incorporated by reference in this Item 5.02.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

10.1

Employment Agreement dated May 22, 2026, by and between Company and Arthur Levine

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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 thereunto duly authorized.

SkyAI,

Inc.

Dated:

May 29, 2026

By:

/s/

Paul K. Danner

Name:

Paul

K. Danner

Title:

Principal

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EMPLOYMENT

AGREEMENT

THIS

EMPLOYMENT AGREEMENT (this “Agreement”), dated May 22, 2026 (the “Effective Date”),

is entered into by and between Sharps Technology, Inc. (the “Company”) and Arthur Levine (the “Executive”).

WHEREAS,

the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of

such employment, subject to the terms and conditions of this Agreement.

NOW,

THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Employment Period. The Company shall employ the Executive pursuant to this Agreement for a term (the “Employment Period”)

commencing on the Effective Date and expiring on the third anniversary thereof unless the parties agree in writing at least 90 days prior

to the expiration date to extend the term of the Agreement for an additional one-year period (each, a “Renewal”).

The parties may agree to as many Renewals as mutually desired. Notwithstanding anything to the contrary in the foregoing, all terminations

of employment by the Executive are subject to the provisions of Section 4 hereof. Effective as of the Effective Date, any previous agreements

are hereby superseded and replaced in its entirety by this Agreement.

Terms of Employment.

Position and Duties.

Role and Responsibilities. During the Employment Period, the Executive shall serve as the Company’s Chief Financial Officer

and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Principal

Executive Officer. In furtherance of the foregoing, the Executive shall have primary responsibility for the Company’s accounting

functions, SEC reporting and compliance, financial planning and analysis, budgeting and forecasting, treasury and banking operations,

tax matters, and insurance and risk management activities. The Executive shall also provide secondary oversight with respect to the Company’s

human resources functions and information technology business relationships. In addition, the Executive shall participate with senior

management in matters relating to investor relations, public relations, fundraising activities, strategic planning, mergers and acquisitions,

legal coordination, and Board of Directors relations. The Executive shall perform such other duties and responsibilities as may reasonably

be assigned by the Principal Executive Officer or the Board from time to time consistent with the Executive’s position as Chief

Financial Officer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and Affiliates in other

capacities in addition to the foregoing, consistent with the Executive’s position hereunder. In the event that the Executive, during

the Employment Period, serves in any one or more such additional capacities, the Executive’s compensation shall not be increased

beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional

capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced

in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

ii.

Exclusivity. During the Employment Period, the Executive agrees to devote the Executive’s full business time and attention

to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation

of the Agreement for the Executive to: (A) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (B)

fulfill limited teaching, speaking and writing engagements, and (C) manage the Executive’s personal investments, in each case,

so long as such activities do not individually or in the aggregate materially interfere or conflict with the performance of the Executive’s

duties and responsibilities under the Agreement; provided, that with respect to the activities in subclauses (A) and/or (B), the Executive

receives prior written approval from the Board. Notwithstanding anything to the contrary herein, the Executive may continue to fulfill

any existing obligations and commitments in effect as of the Effective Date that have been disclosed to the Board, and such continued

fulfillment shall not constitute a violation of this Agreement; provided that the Executive shall not, without the prior written consent

of the Board, enter into or assume any new obligations or commitments of the type described in clauses (A) or (B) during the Employment

Period.

iii.

Principal Location. During the Employment Period, the Executive shall perform the services required by the Agreement from such

location or locations as the Executive may determine, upon providing a reasonable prior notice to the Company, provided, however, that

the parties acknowledge and agree that the Executive may be required to travel to other locations as may be necessary to fulfill the

Executive’s duties and responsibilities.

Compensation, Benefits, Etc.

Base Salary. Effective as of the Effective Date and during the Employment Period, the Executive shall receive a base salary (the

“Base Salary”) of $400,000 per annum. The Base Salary shall be paid in accordance with the Company’s

normal payroll practices for executive salaries generally, but no less often than monthly and shall be pro-rated for partial years of

employment. The Base Salary may be increased in the discretion of the Board or a subcommittee thereof, but not reduced, and the term

“Base Salary” as utilized in this Agreement shall refer to the Base Salary as so increased. The Board (or a subcommittee

thereof) shall annually review the Base Salary, and such review shall consider the Company’s market capitalization growth since

the prior review.

ii.

Annual Cash Bonus. For each calendar year ending during the Employment Period beginning with calendar year 2026, the Executive

shall be eligible to earn an annual cash performance bonus (the “Annual Bonus”) of up to fifty percent (50%) of the Executive’s

Base Salary. The actual amount of any Annual Bonus shall be determined by the Compensation Committee of the Board based upon the achievement

of specific quantifiable performance metrics mutually agreed upon by the Executive, the Principal Executive Officer, and the Compensation

Committee of the Board. Such performance metrics may include, without limitation, objectives relating to SEC reporting and compliance,

financing activities, operational execution, budgeting and forecasting, strategic initiatives, internal controls, treasury management,

capital markets activities, and other corporate performance objectives established by the Compensation Committee. The payment of any

Annual Bonus, to the extent earned, shall be made on the date on which annual bonuses are paid generally to the Company’s senior

executives, but in no event later than March 15 of the calendar year following the calendar year in which such Annual Bonus was earned.

Except as otherwise provided in Section 4, payment of the Annual Bonus shall be subject to the Executive’s continued employment

through the applicable payment date.

iii.

Equity Grants. The Executive shall be eligible to receive an initial equity-based compensation award as soon as practicable after

the Effective Date, and additional awards thereafter from time to time. The Board (or a subcommittee thereof) shall determine in its

sole discretion the grant timing, amount, form(s), mix, and such other terms and conditions (including vesting, exercise, and settlement)

applicable to any equity-based compensation award, taking into account the Executive’s and the Company’s performance. Any

such award shall be evidenced by a separate award agreement in a form prescribed by the Company, to be entered into by the Company and

the Executive.

iv.

Benefits. During the Employment Period, the Executive (and the Executive’s spouse and/or eligible dependents to the extent

provided in the applicable plans and programs) shall be eligible to participate in and be covered under the health and welfare benefit

plans and programs maintained by the Company for the benefit of its employees from time to time in the Executive’s jurisdiction,

pursuant to the terms of such plans and programs including any medical, life, hospitalization, dental, disability, accidental death and

dismemberment and travel accident insurance plans and programs on the same terms and conditions as those applicable to similarly situated

senior executives. In addition, during the Employment Period, the Executive shall be eligible to participate in any retirement, savings

and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executive officers.

Nothing contained in this Section 2(b)(iv) shall create or be deemed to create any obligation on the part of the Company to adopt or

maintain any health, welfare, retirement or other benefit plan or program at any time or to create any limitation on the Company’s

ability to modify or terminate any such plan or program.

Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business

expenses incurred by the Executive in connection with the performance of the Executive’s duties under this Agreement in accordance

with the policies, practices and procedures of the Company.

vi.

Fringe Benefits. During the Employment Period, the Executive shall be eligible to receive such fringe benefits and perquisites

as are provided by the Company to its employees from time to time, in accordance with the policies, practices and procedures of the Company,

and shall receive such additional fringe benefits and perquisites as the Company may, in its discretion, from time-to-time provide to

its senior executive officers.

vii.

Vacation. During the Employment Period, the Executive shall be entitled to five (5) weeks per annum paid vacation in accordance

with the plans, policies, programs and practices of the Company applicable to its employees, as in effect from time to time. No unused

vacation may be carried forward to a future year.

Termination of Employment.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the

Employment Period. Either the Company or the Executive may terminate the Executive’s employment in the event of the Executive’s

Disability during the Employment Period.

Termination by the Company. The Company may only terminate the Executive’s employment during the Employment Period for Cause.

Termination by the Executive. The Executive’s employment may be terminated by the Executive for any or no reason, including

with Good Reason or by the Executive without Good Reason.

Termination at End of Employment Period. If the Employment Period is not extended in accordance with the provisions of this Agreement,

this Agreement shall terminate upon the expiration of the Employment Period.

Notice of Termination. Any termination of employment other than due to the Executive’s death, shall be communicated by a

Notice of Termination to the other party hereto given in accordance with Section 12(b) hereof at least thirty (60) days prior to the

Date of Termination. However, if such termination is a Qualifying Termination, the Executive shall be entitled to receive Severance.

The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a

showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive

or the Company respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights

hereunder.

Termination of Offices and Directorships; Return of Property. Upon termination of the Executive’s employment for any reason,

unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned

from all offices, directorships, and other employment positions if any, then held with the Company, and shall take all actions reasonably

requested by the Company to effectuate the foregoing. In addition, upon the termination of the Executive’s employment for any reason,

the Executive agrees to return to the Company all documents of the Company and its Affiliates (and all copies thereof) and all other

Company or Company Affiliate property that the Executive has in Executive’s possession, custody or control. Such property includes,

without limitation: (i) any materials of any kind that the Executive knows contain or embody any proprietary or confidential information

of the Company or an Affiliate of the Company (and all reproductions thereof), (ii) computers (including, but not limited to, laptop

computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers),

cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges and keys, and (iii) any correspondence, drawings,

manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers,

business plans, marketing strategies, products and/or processes of the Company or any of its Affiliates and any information received

from the Company or any of its Affiliates regarding third parties.

Obligations of the Company Upon Termination.

Accrued Obligations. In the event that the Executive’s employment under this Agreement terminates during the Employment

Period for any reason, the Company will pay or provide to the Executive: (i) any earned but unpaid Base Salary and accrued vacation time,

(ii) reimbursement of any business expenses incurred by the Executive prior to the Date of Termination that are reimbursable in accordance

with Section 2(b)(v) hereof, (iii) payment of any earned but unpaid Annual Bonus for any calendar year completed prior to the Date of

Termination and (iv) any vested amounts due to the Executive under any plan, program or policy of the Company (together, the “Accrued

Obligations”); provided however, that if the Executive’s employment hereunder is terminated (X) by the Company for

Cause or (Y) by the Executive voluntarily without Good Reason and not for death or Disability, then any Annual Bonus earned pursuant

to Section 2(b)(ii) in respect of a prior calendar year, but not yet paid, shall be forfeited. The Accrued Obligations described in clauses

(i) – (ii) of the preceding sentence shall be paid within 30 days after the Date of Termination (or such earlier date as may be

required by applicable law), the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in the ordinary

course pursuant to Section 2(b)(ii) (i.e., on the date on which annual bonuses are paid to the Company’s senior executives generally

for such calendar year) and the Accrued Obligations described in clause (iv) of the preceding sentence shall be paid in accordance with

the terms of the governing plan or program.

Qualifying Termination – Not a Change in Control. Subject to Sections 4(d), 12(c) and 12(e), and the Executive’s continued

compliance with the provisions of Section 7 hereof, if the Executive’s employment with the Company is terminated during the Employment

Period due to a Qualifying Termination that does not occur in connection with a Change in Control and during the Protection Period, then

in addition to the Accrued Obligations, the Company shall (i) pay the Executive an amount equal to one (1) times the Executive’s

Base Salary, as in effect on the Date of Termination and (ii) accelerate and vest each outstanding Company equity award held by the Executive

as of the Date of Termination, to the extent then unvested (the “Non-CIC Severance”). The Non-CIC Severance

shall be paid in a lump sum as soon as practicable following the Release Effective Date, but no later than 74 days after the Date of

Termination. The equity acceleration component of the Non-CIC Severance shall only become effective on the Release Effective Date.

Qualifying Termination – Change in Control. Subject to Sections 4(d), 12(c) and 12(e), and the Executive’s continued

compliance with the provisions of Section 7 hereof, if the Executive’s employment with the Company is terminated during the Employment

Period due to a Qualifying Termination that is in connection with a Change in Control and occurs during the Protection Period, then in

addition to the Accrued Obligations, the Company shall (i) pay the Executive an amount equal to three (3) times the Executive’s

Base Salary, as in effect on the Date of Termination, and (ii) accelerate and vest each outstanding Company equity award held by the

Executive as of the Date of Termination, to the extent then unvested (the “CIC Severance”). To the extent payable

in cash, the CIC Severance shall be paid in a lump sum as soon as practicable following the Release Effective Date, but no later than

74 days after the Date of Termination. The equity acceleration component of the CIC Severance shall only become effective on the Release

Effective Date.

Release. Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided

for in Sections 4(b) and (c) hereof that the Executive execute and deliver to the Company an effective release of claims in substantially

the form attached hereto as Exhibit A (the “Release”) and the Release becomes irrevocable within 30 days (or,

to the extent required by law, 52 days) following the Date of Termination (the date such Release becomes irrevocable herein referred

to as the “Release Effective Date”).

Other Terminations. If the Executive’s employment is terminated for any reason not described in Sections 4(b) or (c) hereof,

the Company will pay the Executive only the Accrued Obligations.

Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments

or benefits payable under this Section 4, shall be paid to the Executive during the six-month period following the Executive’s

Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be

a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence,

then on the first day of the seventh month following the date of the Separation from Service (or such earlier date upon which such amount

can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death),

the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive

during such period.

Exclusive Benefits. Except as expressly provided in this Section 4 and subject to Section 5 hereof, the Executive shall not be

entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment.

Non-Exclusivity of Rights. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any

plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall

be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

Excess Parachute Payments; Limitation on Payments.

Best Pay Cap. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be

received by the Executive (including any payment or benefit received in connection with a termination of the Executive’s employment,

whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including

the payments and benefits under Section 4 hereof, being hereinafter referred to as the “Total Payments”) would

be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”),

then, the Total Payments shall be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise

Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and

local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions

attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction

(but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to

which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized

deductions and personal exemptions attributable to such unreduced Total Payments). If the Total Payments are so reduced, the Company

shall reduce or eliminate the Total Payments (A) by first reducing or eliminating the portion of the Total Payments which are not payable

in cash (other than that portion of the Total Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments

(other than that portion of the Total Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the

Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor

thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.

Certain Exclusions. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise

Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such

manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii)

no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting

firm (the “Independent Advisors”) selected by the Company, does not constitute a “parachute payment”

within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the

Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes

reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base

amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash

benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance

with the principles of Sections 280G(d)(3) and (4) of the Code.

Restrictive Covenants.

Confidential and Proprietary Information. The Executive agrees that all materials and items produced or developed by the Executive

for the Company or any of its Affiliates, or obtained by the Executive from the Company or any of its Affiliates either directly or indirectly

pursuant to this Agreement, shall be and remain the property of the Company and its Affiliates. The Executive acknowledges that the Executive

will, during the Executive’s association with the Company, acquire, or be exposed to, or have access to, materials, data and information

that constitute valuable, confidential and proprietary information of the Company and its Affiliates, including, without limitation,

any or all of the following: business plans, practices and procedures, pricing information, sales figures, profit or loss figures, this

Agreement and its terms, information relating to customers, clients, intellectual property, suppliers, technology, sources of supply

and customer lists, research, technical data, trade secrets or know-how, software, developments, inventions, processes, formulas, technology,

designs, drawings, engineering, hardware configuration information, marketing, finances, policies, training manuals and similar materials

used by the Company in conducting its business operations, personnel information of any Person employed by the Company, potential business

combinations, and such other information or material as the Company may designate as confidential and/or proprietary from time to time

(collectively hereinafter, the “Confidential and Proprietary Information”). Notwithstanding the foregoing,

“Confidential and Proprietary Information” does not include information that is or becomes publicly available, other than

information made publicly available by the Executive or another person in violation of the Executive’s obligations in this Section

7(a). During the Executive’s employment with the Company and at all times thereafter, the Executive shall not, directly or indirectly,

use, misuse, misappropriate, disclose or make known, without the prior written approval of the Board, to any party, firm, corporation,

association or other entity any such Confidential and Proprietary Information for any reason or purpose whatsoever, except as may be

required in the course of the Executive’s performance of the Executive’s duties hereunder. In consideration of the unique

nature of the Confidential and Proprietary Information, all obligations pertaining to the confidentiality and nondisclosure thereof shall

remain in effect until the Company and its Affiliates have released such information; provided that the provisions of this Section 7(a)

shall not apply to the disclosure of Confidential and Proprietary Information to the Company’s Affiliates together with each of

their respective shareholders, directors, officers, accountants, lawyers and other representatives or agents in furtherance of the Executive’s

duties hereunder, nor to a Permitted Disclosure. In addition, it shall not be a breach of the confidentiality obligations hereof if the

Executive is required by applicable law to disclose any Confidential and Proprietary Information; provided that in such case, the Executive

shall (x) give the Company the earliest notice possible that such disclosure is or may be required and (y) cooperate with the Company,

at the Company’s expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the

Confidential and Proprietary Information which must be so disclosed. Upon the termination of the Executive’s employment, the Executive

agrees that all Confidential and Proprietary Information, directly or indirectly, in the Executive’s possession that is in writing

or other tangible form (together with all duplicates thereof) will promptly (and in any event within 10 days following such termination)

be returned to the Company and will not be retained by the Executive or furnished to any person, either by sample, facsimile, film, audio

or video cassette, electronic data, verbal communication or any other means of communication.

Non-Solicitation. The Executive agrees that during the Restricted Period, the Executive will not, without written consent of the

Company: (1) directly or indirectly solicit, recruit, induce or encourage to leave employment or association with the Company or any

of its subsidiaries, or to become employed by, become associated with or consult for, any Person other than the Company or any of its

subsidiaries, or hire, attempt to hire, employ or engage (whether as an employee, consultant, agent, independent contractor or otherwise),

any Person who or which is or was employed or engaged by the Company or any of its subsidiaries at any time during the Restricted Period

or the one-year period preceding the Restricted Period, or (2) directly or indirectly solicit or accept business for a Competitive Activity

from any Person who is a customer, client or supplier of the Company or any of its subsidiaries, with whom the Executive has had, or

employees reporting to the Executive have had, personal contact or dealings on behalf of the Company during the one-year period preceding

the Restricted Period, or induce or encourage any such Person to cease to engage the services of the Company or any of its subsidiaries

in order to use the services of any Person engaged in a Competitive Activity.

Non-Competition. The Executive agrees that during the Restricted Period, the Executive will not, directly or indirectly, individually

or on behalf of any Person, whether for compensation or otherwise, engage in Competitive Activity in any state of the United States of

America or Canadian Province in which the Company or any of its subsidiaries does business as of the Date of Termination, or any other

jurisdiction in which the Company engages in business or derives a material portion of its revenues, or where the Executive has knowledge

that the Company intends to commence business activities.

Nondisparagement. The Executive agrees that the Executive shall refrain from making, directly or indirectly, any disparaging or

defamatory comments concerning the Company, any of its Affiliates, or any of the Company’s or its Affiliates’ respective

businesses, products or services, or their respective current or former directors, officers, agents, partners, shareholders or employees,

either publicly or privately. Notwithstanding the foregoing, any truthful statement made to comply with law or regulation or in any response

to questions or other requests for information by any court, arbitrator, mediator or administrative or legislative body with apparent

jurisdiction over the applicable parties shall be deemed not to violate the obligations of the Company under this provision. Nothing

in this Section 7(d) shall interfere with the Executive’s ability to make the Permitted Disclosures.

Inventions.

The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, and developments,

whether patentable or unpatentable, (x) that relate to the Executive’s work with the Company, made or conceived by the Executive,

solely or jointly with others, prior to or during the Employment Period, or (y) suggested by any work that the Executive performs in

connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time,

but only insofar as such ideas, methods, inventions, discoveries, improvements, work products, and developments are related to the Executive’s

work as an employee or other service provider to the Company (the “Inventions”), shall belong exclusively to

the Company (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written

records (the “Records”), in the manner prescribed by the Company of all Inventions and will promptly disclose

all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company and the

Executive will surrender them upon the termination of the Employment Period, or upon the Company’s request. The Executive hereby

assigns to the Company the Inventions and all patents that may be issued thereon in any and all countries, whether prior to, during or

subsequent to the Employment Period, together with the right to file, in the Executive’s name or in the name of the Company (or

its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at

any time during and subsequent to the Employment Period, make such applications, sign such papers, take all rightful oaths, and perform

all acts as may be requested from time to time by the Company with respect to the Inventions. The Executive will also execute assignments

to the Company (or its designee), of the Applications, and give the Company and its attorneys all reasonable assistance (including the

giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Executive from the Company

but entirely at the Company’s expense.

ii.

In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf

of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein,

in all media now known or hereinafter devised, throughout the universe and in perpetuity, without any further obligations to the Executive.

If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and

assigns to the Company all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to

the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals,

revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter

recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions,

to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement or other unauthorized

use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right

to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with

respect to the Inventions. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions

and all patents that may be issued thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s

benefit by virtue of the Executive being an employee of or other service provider to the Company.

iii.

Subject to Sections 7(a) and (c), nothing in this Section 7(e) will restrict the Executive from the use of concepts, ideas or methods

that are generally known by others in the industry, nor shall the Executive be restricted from using the general know-how or experience

obtained during employment with the Company.

Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit either party (or either

party’s attorney(s)) from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating

in any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority,

the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the

U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self-regulatory

authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making

other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly

with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of

reporting or investigating a suspected violation of law, or from providing such information to such party’s attorney(s) or in a

sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information

provided to any Government Agency. Pursuant to 18 USC Section 1833(b), (1) the Executive will not be held criminally or civilly liable

under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state,

or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating

a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made

under seal and (2) the Executive acknowledges that 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 files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to

court order. All disclosures permitted under this Section 7(f) are herein referred to as “Permitted Disclosures.”

Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid

subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law.

Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement

voluntarily and that the performance of the Executive’s obligations hereunder will not violate any agreement between the Executive

and any other person, firm, organization or other entity, or any policy, program or code of such other person, firm, organization or

other entity person, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain

from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by the Executive’s

entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

Successors.

This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive

other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s

legal representatives.

This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company may

assign this Agreement.

10.

Certain Definitions.

“Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, is

controlled by, or is under common control with, the Company.

“Board” means the Board of Directors of the Company.

“Business Activities” means the business activities of the Company, or activities that are similar, complimentary

or ancillary to the business activities of the Company, as carried out by the Company during the Restricted Period, or, if following

the Date of Termination, the Date of Termination.

“Cause” means the occurrence of any one or more of the following events:

The Executive’s willful failure to substantially perform the Executive’s duties with the Company (other than any such failure

resulting from the Executive’s incapacity due to physical or mental illness), including the Executive’s failure to follow

any lawful directive from the Board within the reasonable scope of the Executive’s duties and the Executive’s failure to

correct the same (if capable of correction, as determined by the Board), within 30 days after a written notice is delivered to the Executive,

which demand specifically identifies the manner in which the Board believes that the Executive has not performed the Executive’s

duties;

ii.

The Executive’s commission of, indictment for or plea of guilty or nolo contendere to a felony crime or a crime of moral

turpitude;

iii.

The Executive’s material breach of any material obligation under any written agreement with the Company and the Executive’s

failure to correct the same (if capable of correction, as determined by the Board), within 30 days after a written notice is delivered

to the Executive, which demand specifically identifies the manner in which the Board believes that the Executive has materially breached

such agreement;

iv.

Any act of fraud, embezzlement, theft or misappropriation from the Company or its Affiliates by the Executive; or

The Executive’s willful misconduct or gross negligence with respect to any material aspect of the Company’s business or a

material breach by the Executive of the Executive’s fiduciary duty to the Company or its Affiliates.

“Change in Control” means (i) the consummation of the Company’s merger or consolidation, or series of

transactions, with another corporation, unless as a result of such merger or consolidation, more than 50% of the outstanding voting securities

of the surviving or resulting corporation or entity shall be owned in the aggregate by the shareholders of the Company (as of the time

immediately prior to such transaction) or any employee benefit plan of the Company or its Affiliates, (ii) the consummation of the Company’s

sale of substantially all of its assets to or series of transactions with another entity that is not wholly owned by the Company, unless

as a result of such sale more than 50% of such assets shall be owned in the aggregate by the shareholders of the Company (as of the time

immediately prior to such transaction) or any employee benefit plan of the Company or its Affiliates, (iii) the consummation of a transaction,

or series of transactions, in which a Person acquires 45% or more of the outstanding voting securities of the Company (whether directly,

indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of

the surviving or resulting corporation or entity shall be owned in the aggregate by the shareholders of the Company (as of the time immediately

prior to the first acquisition of such securities by such Person) or any employee benefit plan of the Company or its Affiliates; or (iv)

the Incumbent Directors cease to constitute a majority of the Board for any reason.

Notwithstanding

the foregoing, with the consent of the Company, if a Change in Control constitutes a payment event with respect to any compensation or

portion thereof that provides for the deferral of compensation that is subject to Section 409A, then to the extent required to avoid

the imposition of additional taxes under Section 409A, the transaction or event described above shall only constitute a Change in Control

for purposes of the payment timing of such compensation if such transaction also constitutes a “change in control event,”

as defined in Treasury Regulation Section 1.409A-3(i)(5).

“Code” means the Internal Revenue Code of 1986, as amended and the regulations thereunder.

“Competitive Activity” means any activity in which the Executive uses the Executive’s knowledge, directly

or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, member,

director, stockholder, officer, volunteer, intern, or any other similar capacity, on behalf of or in association with any Person engaged

in the Business Activities during the Restricted Period or the one-year period preceding the Restricted Period.

“Date of Termination” means the date on which the Executive’s employment with the Company terminates.

“Disability” means that the Executive has become entitled to receive benefits under an applicable Company long-term

disability plan or, if no such plan covers the Executive, the Executive’s inability, due to physical or mental illness, to perform

the essential functions of the Executive’s job, with or without a reasonable accommodation for 180 consecutive days.

“Good Reason” means the occurrence of any one or more of the following events without the

Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason, as

provided below:

A material diminution in the Executive’s Base Salary, other than as part of an across-the-board reduction applicable to the Company’s

senior executives, and further excluding any voluntary reductions in Base Salary;

ii.

A material diminution in the Executive’s title, authority or duties, as contemplated by the Agreement, excluding for this purpose

any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt

of notice thereof given by the Executive; or

iii.

The Company’s material breach of the Agreement.

Notwithstanding

the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written

notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 45 days

after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2)

the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the Date of Termination

for Good Reason occurs no later than 60 days after the expiration of the Company’s cure period.

“Incumbent Directors” means, for any period of 12 consecutive months, individuals who, at the beginning of

such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered

into an agreement with the Company to effect a Change in Control) whose election or nomination for election to the Board was approved

by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person

is named as a nominee for director without objection to such nomination) of the directors then still in office who either were directors

at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially

elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or

as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an

Incumbent Director.

“Notice of Termination” means a written notice which (i) indicates the specific termination provision in this

Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of

the Executive’s employment under the provision so indicated and (iii) specifies the termination date (which date shall be at least

30 days after the giving of such notice except as provided in Section 3(e)).

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a

joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political

subdivision thereof.

“Protection Period” means the period commencing on the date that is three (3) months prior to the consummation

of a Change in Control and ending on the date that is twelve (12) months after the consummation of a Change in Control.

“Qualifying Termination” means a termination of the Executive’s employment (i) by the Company without

Cause (other than by reason of the Executive’s death or Disability) or (ii) by the Executive for Good Reason. For clarity, a “Qualifying

Termination” does not include a termination pursuant to Section 3(d).

“Restricted Period” means the period beginning on the Effective Date and ending on the eighteen- (18-) month

anniversary of the Termination Date.

“Section 409A” means Section 409A of the Code and Department of Treasury regulations and other interpretive

guidance issued thereunder.

“Separation from Service” means a “separation from service” within the meaning of Section 409A.

“Solicit” means making any direct or indirect communication of any kind, regardless of who initiates it, or

engaging in any conduct that in any way invites, advises, encourages, or requests any Person to take or refrain from taking any action.

11.

Indemnification. The Company shall indemnify the Executive to the fullest extent permitted by applicable law in the event that

the Executive was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding

by reason of the Executive’s service with the Company.

12.

Miscellaneous.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference

to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party

or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

to the Executive: at the Executive’s most recent address on the records of the Company.

to the Company:

105

Maxess Road

Melville,

NY 11747

Attn: General Counsel

to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications

shall be effective when actually received by the addressee.

Section 409A of the Code.

To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this

Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to

Section 409A, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies

and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines

are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i)

exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section

409A; provided, however, that this Section 12(c) shall not create an obligation on the part of the Company to adopt

any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

ii.

Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments.

To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified

deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4),

Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. Any payments subject to Section 409A that are

subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which

the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration

period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred

compensation subject to Section 409A to be made upon a termination of employment under this Agreement shall only be made upon the Executive’s

Separation from Service.

iii.

To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation

to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably

promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments

eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any

other taxable year, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation

or exchange for any other benefit.

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

of any other provision of this Agreement.

Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes

as the Company determines in its good faith discretion to be required to be withheld pursuant to any applicable law or regulation.

No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement

or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive

to terminate employment for Good Reason pursuant to Section 3(c) hereof, shall not be deemed to be a waiver of such provision or right

or any other provision or right of this Agreement.

Entire Agreement. As of the Effective Date, this Agreement constitutes the final, complete and exclusive agreement between the

Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers

or promises, whether oral or written, by any member of the Company and its subsidiaries or Affiliates, or representative thereof. Notwithstanding

anything herein to the contrary, this Agreement and the obligations and commitments hereunder shall neither commence nor be of any force

or effect prior to the Effective Date.

Venue; Attorneys’ Fees. Any dispute arising under this Agreement shall be litigated only in the state and federal courts

in the state of Nevada. The prevailing party in any dispute shall be entitled to recover his/her attorneys’ fees.

Cooperation. From and after the Executive’s termination of employment, the Executive shall provide the Executive’s

reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events

occurring during the Executive’s employment hereunder, and assist and advise the Company in any investigation which may be performed

by the Company, provided that the Company shall reimburse the Executive for the Executive’s reasonable costs and expenses and such

cooperation shall not unreasonably burden the Executive or unreasonably interfere with any subsequent employment that the Executive may

undertake. In the event the Executive is subpoenaed by any person or entity (including, but not limited to, any Government Agency) to

give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to the Executive’s

employment by the Company, the Executive will give prompt notice of such subpoena to the Company and will make no disclosure until the

Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Nothing in this

section shall limit the Executive’s right to make Permitted Disclosures.

Amendment; Survival. No amendment or other modification of this Agreement shall be effective unless made in writing and signed

by the parties hereto. The respective rights and obligations of the parties under this Agreement shall survive the Executive’s

termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights

and obligations.

Clawback. The compensation payable hereunder shall be subject to (i) any Company clawback or recoupment policy required in order

to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated

thereunder and (ii) any Company clawback or recoupment policy approved by the Board which applies to the senior executives of the Company.

The Company and the Executive acknowledge that this Section is not intended to limit any clawback and/or disgorgement of such compensation

pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.

Counterparts. This Agreement and any agreement referenced herein may be executed in two or more counterparts, each of which shall

be deemed an original but which together shall constitute one and the same instrument.

[SIGNATURES

APPEAR ON THE FOLLOWING PAGE]

WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company

has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first written above.

SHARPS TECHNOLOGY,

INC.

/s/

Paul K. Danner

Name: Paul

K. Danner

Title: Principal

Executive Officer

“EXECUTIVE”

/s/

Arthur Levine

Attachments:

Exhibit A – General Release

EXHIBIT

GENERAL

RELEASE

Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release

and forever discharge the “Releasees” hereunder, consisting of Sharps Technology, Inc. (the “Company”)

and the Company’s partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees,

representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any

and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises,

liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed

or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the

Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims

released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related

to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express

or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment

of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title

VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act (“ADEA”), the Americans With

Disabilities Act.

Claims Not Released. Notwithstanding the foregoing, this general release (the “Release”) shall not operate

to release any rights or claims of the undersigned (i) to payments or benefits under Sections 4(b) or (c) of that certain Employment

Agreement, dated as of May 16, 2026, between the Company and the undersigned (the “Employment Agreement”),

with respect to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award

agreement between the undersigned and the Company or as a holder of any securities of the Company, (iii) with respect to Sections 2(b)(v)

or 4(a) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under

any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification

and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws,

certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee

under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide

information to, any federal, state or local government regulator.

Exceptions. Notwithstanding anything in this Release to the contrary, nothing contained in this Release shall prohibit the undersigned

from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by,

or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions

of applicable law or regulation and/or (ii) communicating directly with, cooperating with, or providing information (including trade

secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange

Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating

a suspected violation of law, or from providing such information to the undersigned’s attorney or in a sealed complaint or other

document filed in a lawsuit or other governmental proceeding. Pursuant to 18 USC Section 1833(b), (1) the undersigned will not be held

criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence

to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting

or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such

filing is made under seal and (2) the undersigned acknowledges that 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 files any document containing the trade secret under seal and does not disclose the trade

secret, except pursuant to court order.

Representations. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in

any Claim which the undersigned may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees,

and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees,

or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is

the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against

the undersigned under this indemnity.

No Action. The undersigned agrees that if the undersigned hereafter commences any suit arising out of, based upon, or relating

to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder,

then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all

attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. Notwithstanding the foregoing,

this provision shall not apply to any suit or Claim to the extent it challenges the effectiveness of this release with respect to a claim

under the ADEA.

No Admission. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of

this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have

consistently taken the position that they have no liability whatsoever to the undersigned.

OWBPA. The undersigned agrees and acknowledges that this Release constitutes a knowing and voluntary waiver and release of all

Claims the undersigned has or may have against the Company and/or any of the Releasees as set forth herein, including, but not limited

to, all Claims arising under the Older Worker’s Benefit Protection Act and the ADEA. In accordance with the Older Worker’s

Benefit Protection Act, the undersigned is hereby advised as follows:

a. the

undersigned has read the terms of this Release, and understands its terms and effects, including

the fact that the undersigned agreed to release and forever discharge the Company and each

of the Releasees, from any Claims released in this Release;

b. the

undersigned understands that, by entering into this Release, the undersigned does not waive

any Claims that may arise after the date of the undersigned’s execution of this Release,

including without limitation any rights or claims that the undersigned may have to secure

enforcement of the terms and conditions of this Release;

c. the

undersigned has signed this Release voluntarily and knowingly in exchange for the consideration

described in this Release, which the undersigned acknowledges is adequate and satisfactory

to the undersigned and which the undersigned acknowledges is in addition to any other benefits

to which the undersigned is otherwise entitled;

d. the

Company advises the undersigned to consult with an attorney prior to executing this Release;

e. the

undersigned has been given at least [21]-days in which to review and consider this Release.

To the extent that the undersigned chooses to sign this Release prior to the expiration of

such period, the undersigned acknowledges that the undersigned has done so voluntarily, had

sufficient time to consider the Release, to consult with counsel and that the undersigned

does not desire additional time and hereby waives the remainder of the [21]-day period; and

f. the

undersigned may revoke this Release within seven days from the date the undersigned signs

this Release and this Release will become effective upon the expiration of that revocation

period if the undersigned has not revoked this Release during such seven-day period. If the

undersigned revokes this Release during such seven-day period, this Release will be null

and void and of no force or effect on either the Company or the undersigned and the undersigned

will not be entitled to any of the payments or benefits which are expressly conditioned upon

the execution and non-revocation of this Release. Any revocation must be in writing and sent

to [name], via electronic mail at [email address], on or before [5:00 p.m.

Eastern time] on the seventh day after this Release is executed by the undersigned.

Acknowledgement. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now

known or believed to be true by the undersigned with respect to the matters released in this Release, and the undersigned agrees that

this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any

different or additional facts.

Governing Law. This Release is deemed made and entered into in the State of New York, and in all respects shall be interpreted,

enforced and governed under the internal laws of the State of New York, to the extent not preempted by federal law.

WITNESS WHEREOF, the undersigned has executed this Release this______ day of __________________.

Arthur Levine

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