Browse EX-10 agreements

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Form of Santersus Stockholder Lock-Up Agreement

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_________, 2026

Xenetic Biosciences, Inc.

945 Concord Street

Framingham, MA 01701

Ladies and Gentlemen:

The undersigned (the “Stockholder”) understands that Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), has entered into a Share Exchange Agreement, dated as of September 14, 2026 (the “Share Exchange Agreement”), with Santersus AG, a Swiss corporation (Aktiengesellschaft) (“Santersus”), the persons listed on Schedule I thereto (the “Sellers”), and Santersus, as representative of the Sellers, pursuant to which among other things, and subject to the terms and conditions set forth therein, the Sellers will sell, transfer and convey to the Company, and the Company will purchase from Sellers, in exchange for shares of Company Common Stock (as defined below), all of the issued and outstanding capital stock of Santersus (the “Acquisition”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such te

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**Form of Company Stockholder Lock-Up Agreement **

_________, 2026

Xenetic Biosciences, Inc.

945 Concord Street

Framingham, MA 01701

Ladies and Gentlemen:

The undersigned (the “Stockholder”) understands that Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), has entered into a Share Exchange Agreement, dated as of September 14, 2026 (the “Share Exchange Agreement”), with Santersus AG, a Swiss corporation (Aktiengesellschaft) (“Santersus”), the persons listed on Schedule I thereto (the “Sellers”), and Santersus, as representative of the Sellers, pursuant to which among other things, and subject to the terms and conditions set forth therein, the Sellers will sell, transfer and convey to the Company, and the Company will purchase from Sellers, in exchange for shares of Company Common Stock (as defined below), all of the issued and outstanding capital stock of Santersus (the “Acquisition”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sha

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FORM OF COMPANY STOCKHOLDER VOTING AGREEMENT

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This Company Stockholder Voting Agreement, dated as of ________, 2026 (this “Agreement”), by and between Santersus AG, a Swiss corporation (Aktiengesellschaft) (“Santersus”), and the Person set forth on Schedule A hereto (“Stockholder”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Share Exchange Agreement.

RECITALS

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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS.

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THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), JACK STOVER A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). JACK STOVER MAY BE REACHED AT (215) 208-7035,

stover.jack@gmail.com.

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SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

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DUE September 16, 2027

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AMENDMENT NO. 1

TO

DEBENTURE AGREEMENT

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This AMENDMENT NO. 1 TO DEBENTURE AGREEMENT (this “Amendment”) is made and entered into as of September 11, 2026, by and between AtlasClear Holdings, Inc., a Delaware corporation (the “Company”), and Sixth Borough Capital Fund, LP (the “Holder” and, together with the Company, the “Parties”).

RECITALS

A. The Parties are party to that certain Debenture Agreement, dated August 4, 2025 (the “Debenture”), pursuant to which the Company agreed to pay the Holder the principal amount of $500,000.

B. The Parties now desire to modify the Debenture as set forth in this Amendment.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), intending to be legally bound, the Parties agree as follows:

1. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Debenture.

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Exhibit 10.1

SECOND AMENDMENT TO

MOTORCAR PARTS OF AMERICA, INC.

2022 INCENTIVE AWARD PLAN

This Second Amendment ("Second Amendment") to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan (the "Plan"), is adopted by the Board of Directors (the "Board") of Motorcar Parts of America, Inc., a New York corporation (the "Company"), effective as of September 10, 2026 (the "Amendment Effective Date"). Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

A.

The Company currently maintains the Plan.

B.

Pursuant to Section 13.1 of the Plan, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Compensation Committee of the Board, subject to approval by the stockholders of the Company twelve (12) months before or after such action.

C.

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Execution Version

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WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of September 14, 2026, by and among XCF GLOBAL, INC., a Delaware corporation (the “Company”), and GL PART SPV II, LLC, a limited liability company organized and existing under the laws of the State of Wyoming (“Investor”).

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WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act; and

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WHEREAS, the Company desires to sell to Investor, and Investor desires to purchase from the Company, upon the terms and subject to the conditions stated in this Agreement a “Common Stock Purchase Warrant” to purchase 6,891,798 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”) substantially in the form attached hereto as Exhibit A (the “Warrant”).

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EXECUTION VERSION

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE

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BACKSTOP COMMITMENT AGREEMENT

dated as of September 9, 2026

by and among

AUTHID INC.

(a Delaware corporation)

and

THE COMMITMENT PARTIES IDENTIFIED HEREIN

**This BACKSTOP COMMITMENT AGREEMENT **(this “Agreement”) is entered into as of 9, 2026, by and among authID Inc., a Delaware corporation (the “Company” or “AUID”), and the several parties identified on the signature pages hereto (each, a “Commitment Party” and collectively, the “Commitment Parties”). The Company and the Commitment Parties are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company has issued certain Senior Secured Debentures (the “SSBs” or “Senior Secured Bonds”) pursuant to that certain Securities Purchase Agreement, dated as of April 29, 2026 (the “SPA”), between the Company and each debenture holder named therein;

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WHEREAS, in connection with the SSBs, the Company issued certain warrants to the holders of the SSBs (the “Existing Warrants”);

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2026, between Fusemachines Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser desires to purchase from the Company, the Shares (as defined below) in satisfaction of the Accrued Fees owed by the Company to such Purchaser, as more fully described in this Agreement.

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EXECUTION VERSION 9/10/26 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), made effective as of August 6, 2026 and dated as of August 17, 2026, is entered into by and between Starz Entertainment, LLC, a Colorado limited liability company (“Employer”), and Alison Hoffman (“Executive”). WHEREAS, Employer desires to employ Executive, and Executive desires to be employed with Employer, under the terms and conditions set forth herein. Certain capitalized terms used in this Agreement have the meanings set forth in Section 9. WHEREAS, the Company has most recently employed Executive pursuant to that certain employment agreement, dated as of February 27, 2023 and amended on March 15, 2023, August 23, 2024, November 6, 2025, and July 29, 2026, which was scheduled to expire on September 30, 2026 (“Prior Agreement”), and which shall be superseded in its entirety as of the Effective Date (as defined below) of this Agreement; provided, however, that this Agreement shall not alter, amend or supersede any agreement that includes the terms of any equity grant(s), includin

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1 AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the "Agreement") is made and entered into by and between __________________ ("Executive") and First Financial Bank (the "Company"), effective as of the latest date set forth by the signatures of the parties hereto below (the "Effective Date"). RECITALS 1. The Board of Directors of the Company (the "Board") recognizes that it is possible that the Company could terminate Executive's employment with the Company and from time to time the Company may consider the possibility of an acquisition by another company or other change in control transaction. The Board also recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurren

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