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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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**AVENZO THERAPEUTICS, INC. **

September 2, 2026

Elizabeth Mily

[***]

Dear Elizabeth:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board, or, following the closing of the Company’s pending merger transaction (the “Merger”), the board of directors of the post-merger public company, that you be granted an option to purchase 530,284 shares of the Company’s Class A common stock (as equitably adjusted to reflect the exchange ratio or any other capitalization adjustment applicable in connection with the Merger) (the “Common Stock”), at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amounts following your appointment to the Board, subject to your continuing

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**AVENZO THERAPEUTICS, INC. **

November 20, 2024

Patrick Machado, J.D.

[***]

Dear Pat:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board that you be granted an option to purchase 502,893 shares of Company’s Class A Common Stock (the “Common Stock”), at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amounts following your appointment to the Board, subject to your continuing service to the Company, and shall otherwise be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, as amended (“Plan”), and stock option agreement. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to

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***INDEMNIFICATION AGREEMENT ***

This Indemnification Agreement is dated as of _________, 2026 (this “Agreement”) and is between Avenzo Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

**Background **

The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided.

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**AVENZO THERAPEUTICS, INC. **

October 1, 2024

Garry Nicholson

[***]

Dear Garry:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board that you be granted an option to purchase a number of shares of Company’s Class A Common Stock (the “Common Stock”) equal to 0.22% of the Fully-Diluted Capitalization of the Company (as defined below) as of immediately following the Third Closing (as defined in that certain Series A Preferred Stock Purchase Agreement, dated September 14, 2022, by and among the Company and the investors listed on Exhibit A attached thereto) of the Company’s Series A Preferred Stock financing, at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amo

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**AVENZO THERAPEUTICS, INC. **

September 2, 2026

Barbara Bodem

[***]

Dear Barbara:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board, or, following the closing of the Company’s pending merger transaction (the “Merger”), the board of directors of the post-merger public company, that you be granted an option to purchase 530,284 shares of the Company’s Class A common stock (as equitably adjusted to reflect the exchange ratio or any other capitalization adjustment applicable in connection with the Merger) (the “Common Stock”), at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amounts following your appointment to the Board, subject to your continuing ser

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WINCHESTER SAVINGS BANK

ANNUAL INCENTIVE PLAN

Article 1 -

PURPOSE AND EFFECTIVE DATE

This Winchester Savings BankAnnual Incentive Plan("Plan" or “AIP”) was adopted by the Board of Trustees of Winchester Savings Bank (“Bank”) for the benefit of eligible participants effective January 1, 2025. Each Performance Period (as defined below), there is an aggregate bonus pool, which is the sum of the individual target Award opportunities for all Employees (“Aggregate Bonus Pool”). After the end of the Performance Period, the Compensation Committee of the Board of Trustees of the Bank (“Committee”), in consultation with the President & CEO, determines the percentage of the Aggregate Bonus Pool that will be paid out for the applicable Performance Period (if any), based on the Bank’s satisfaction of the performance goals established for each applicable Performance Period, as compared to target. The percentage of the Aggregate Bonus Pool that will be distributed as Awards to Participants will be between 0% and 150% of target. Individual Participant Award opportunities are presented as a per

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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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