Exhibit 10.23


 


PLAN AND AGREEMENT OF MERGER


 


OF


 


SHARPS TECHNOLOGY, INC.


(a Wyoming corporation)


 


AND


 


SHARPS TECHNOLOGY, INC.


(a Nevada corporation)


 


PLAN AND AGREEMENT OF MERGER by
and between SHARPS TECHNOLOGY, INC., a Wyoming corporation (“Sharps Wyoming”), and SHARPS TECHNOLOGY, INC., a Nevada corporation
(“Sharps Nevada”).


 


WHEREAS, Sharps Wyoming is a business
corporation of the State of Wyoming;


 


WHEREAS, the total number of shares
of stock which Sharps Wyoming has authority to issue is 50,010,000 shares, consisting of 50,000,000 shares of common stock, par value
$0.0001 (“Sharps Wyoming Common Stock”), and 10,000 shares of preferred stock, par value $0.001 (1 share of which is designated
Series A Preferred Stock (“Sharps Wyoming Series A Preferred Stock”);


 


WHEREAS, Sharps Nevada is a business
corporation of the State of Nevada;


 


WHEREAS, the total number of shares
of stock which Sharps Nevada has authority to issue is 101,000,000, consisting of 100,000,000 shares of common stock, par value $0.0001
par value (“Sharps Nevada Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 par value (1 share of
which is designated Series A Preferred Stock (“Sharps Nevada Series A Preferred Stock”));


 


WHEREAS, the Wyoming Business
Corporation Act permits a merger of a business corporation of the State of Wyoming with and into a business corporation of another jurisdiction;


 


WHEREAS, the Revised Statutes
of the State of Nevada permits the merger of a business corporation of another jurisdiction with and into a business corporation of the
State of Nevada;


 


WHEREAS, Sharps Wyoming and Sharps
Nevada and the respective Boards of Directors thereof declare it advisable and in the best interests of said corporations and their stockholders,
as applicable, to merge Sharps Wyoming with and into Sharps Nevada pursuant to the provisions of the Wyoming Business Corporation Act
and pursuant to the provisions of the Revised Statutes of the State of Nevada upon the terms and conditions hereinafter set forth;


 


NOW, THEREFORE, the parties hereto
hereby determine and agree as follows.


 




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ARTICLE I


MERGER


 


1.1. CONSTITUENT CORPORATIONS. The name and jurisdiction
of organization of each of the constituent corporations are set forth in the recitals above.


 


1.2. SURVIVING CORPORATION. Sharps Nevada shall be
the surviving corporation. The Articles of Incorporation, bylaws, officers and directors of Sharps Nevada shall survive the merger without
amendment or revision and be the Articles of Incorporation, bylaws, officers and directors of the surviving corporation.


 


1.3. MERGER. On the Effective Date (as hereinafter
set forth) and subject to the terms and conditions of this Agreement, the applicable provisions of the Wyoming Business Corporation Act
(“Wyoming Law”), and the applicable provisions of Title 7, Chapter 78 and Chapter 92A of the Nevada Revised Statutes (“Nevada
Law”), Sharps Wyoming is merged with and into Sharps Nevada. The separate existence of Sharps Wyoming shall cease on and after the
Effective Date.


 


ARTICLE II


EXCHANGE AND CONVERSION OF SHARES


 


2.1. CONVERSION OF CAPITAL STOCK. On the Effective
Date, (i) every 3.5 issued and outstanding shares of Sharps Wyoming Common Stock shall be converted into the right to receive one fully
paid and non-assessable share of Sharps Nevada Common Stock, and (ii) each issued and outstanding share of Sharps Wyoming Series A Preferred
Stock shall be converted into the right to receive one fully paid and non-assessable share of Sharps Nevada Series A Preferred Stock.


 


2.2. FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued by Sharps Nevada as a result of the merger. Each fractional share that would otherwise
result from the merger shall be cancelled and returned to the authorized and unissued capital stock of Sharps Nevada and one full share
of Sharps Nevada Common Stock shall be issued in its place.


 


2.3. NO MANDATORY EXCHANGE. Notwithstanding the provisions
of NRS 78.250, any certificate representing shares of Sharps Wyoming shall be surrendered to Sharps Nevada for cancellation and exchanged
for certificates representing shares of Sharps Nevada Common Stock. Any stock represented by certificates that have not been so surrendered
and exchanged shall be entitled to notice of and vote on any matters on which the shareholders of Sharps Nevada are entitled to vote and
shall be entitled to receive any distributions on Sharps Nevada capital stock.


 


2.4. NO EXISTING SHARES OF SHARPS NEVADA. It is acknowledged
and agreed that as of the Effective Date (prior to the effectuation of the merger hereunder), there will be no outstanding shares of capital
stock of Sharps Nevada.


 




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ARTICLE III


ADDITIONAL COVENANTS AND AGREEMENTS


 


3.1. SUBMISSION TO SERVICE IN WYOMING. Sharps Nevada
agrees that it may be served with process in the State of Wyoming in any proceeding for enforcement of any obligation of Sharps Nevada
arising from this merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal
proceedings pursuant to the provisions of Section 17-16-1321 of the Wyoming Business Corporation Act, and irrevocably appoints the Secretary
of State of Wyoming as its agent to accept services of process in any such suit or proceeding.


 


3.2. COOPERATION. The parties hereto will cause to
be executed and filed and recorded any document or documents prescribed by Wyoming Law or Nevada Law, and that they will cause to be performed
all necessary acts within the State of Wyoming and the State of Nevada and elsewhere to effectuate the merger herein provided for.


 


3.3. ADDITIONAL ASSURANCES. Sharps Wyoming hereby
appoints the officers and directors, each acting alone, as its true and lawful attorneys in fact to do any and all acts and things, and
to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper,
or convenient to carry out or put into effect any of the provisions of this Agreement or of the merger herein provided for.


 


ARTICLE IV


EFFECTIVE DATE


 


4.1. EFFECTIVE DATE. The effective date in the State
of Wyoming and the State of Nevada, shall be on the date of the last to occur:


 


	 	●	the first day after the duly recorded affirmative stockholder vote that authorized the merger in accordance with applicable law;
	 	 	 
	 	●	the filing and acceptance of articles of merger with the Secretary of State of Wyoming in accordance with Wyoming Law or at such later time as is agreed to by the parties hereto and specified in the articles of merger; or
	 	 	 
	 	●	the filing and acceptance of articles of merger with the Secretary of State of Nevada in accordance with Nevada Law or at such later time as is agreed to by the parties hereto and specified in the articles of merger.


 


4.2. TERMINATION. Notwithstanding the full approval
and adoption of this Agreement, the said Agreement may be terminated by either party at any time prior to the Effective Date.


 


4.3. AMENDMENT. Notwithstanding the full approval
and adoption of this Agreement, this Agreement may be amended at any time and from time to time prior to the Effective Date except that,
without the approval of stockholders of Sharps Wyoming in accordance with Wyoming Law, no such amendment may (a) change the rate of exchange
for any shares of Sharps Wyoming or the types or amounts of consideration that will be distributed to the holders of the shares of stock
of Sharps Wyoming; (b) change any term of the Articles of Incorporation of Sharps Nevada; or (c) adversely affect any of the rights of
the stockholders of Sharps Wyoming.


 




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ARTICLE V


MISCELLANEOUS


 


5.1. COUNTERPARTS. This Agreement may be executed
in one or more counterparts, each of which may have different signatures and be signed at different times. When all parties have signed
at least one counterpart, each counterpart shall be deemed complete and shall constitute the same instrument.


 


5.2. ENTIRE AGREEMENT. This Agreement is intended
by the parties to be the final expression of their agreement with respect to the matter set forth herein and is intended to contain all
of the terms of such agreement without the need to refer to other documents. There are no other understandings, written or oral, among
the parties with respect to the matter set forth herein.


 


5.3. AMENDMENT. This Agreement may not be amended
except by a written instrument signed by the parties hereto.


 






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IN WITNESS WHEREOF, this Agreement is hereby executed
upon behalf of each of the parties thereto this 22nd day of March, 2022.


 


	SHARPS
    TECHNOLOGY, INC.	 	SHARPS
    TECHNOLOGY, INC.
	A
    Wyoming corporation	 	A
    Nevada corporation
	 	 	 
	By:	/s/
    Alan Blackman	 	By:	/s/
    Alan Blackman
	Name:	Alan
    Blackman	 	Name:	Alan
    Blackman
	Title:	Co-Chairman
    & Chief Operating Officer	 	Title:	Co-Chairman
    & Chief Operating Officer


 




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