Browse EX-10 agreements

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Exhibit 10.5

FIRST CAROLINA FINANCIAL SERVICES, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into effective as of the ____ day of _________ 2025, by and between First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), and [___________] (the “Holder”).

Award of Shares.  Subject to the restrictions and conditions set forth in this Agreement and the First Carolina Financial Services, Inc. 2025 Equity Incentive Plan (the “Plan”), the Company hereby awards to the Holder [_______] shares of the Company’s Common Stock (the “Restricted Shares”).  The Holder hereby accepts the Restricted Shares as of such date, subject to the restrictions and conditions set forth in this Agreement and the Plan.

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FIRST CAROLINA FINANCIAL SERVICES, INC.

2025 EQUITY INCENTIVE PLAN

2025 Equity Incentive Plan Approved by

the Board and Shareholders on February 27, 2025 and April 24, 2025, respectively

1.         Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel to serve as Employees, Directors or Consultants; to provide additional incentives to Employees, Directors and Consultants to contribute to the successful performance of the Company and any Related Entity; to promote the growth of the market value of the Company’s Common Stock; to align the interests of Participants with those of the Company’s shareholders; and to promote the success of the Company’s business.

2.            Definitions. The following definitions will apply as used herein and in all individual Award Agreements except as a term may be otherwise defined in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition will supersede the definition contained in this Section 2.

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Exhibit 10.3

FIRST CAROLINA FINANCIAL SERVICES, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into effective as of the _____ day of _________, by and between First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), and [___________] (the “Holder”).

Award of Shares.  Subject to the restrictions and conditions set forth in this Agreement and the First Carolina Financial Services, Inc. 2020 Equity Incentive Plan (the “Plan”) and conditioned upon the commencement of Holder’s employment with the Company’s subsidiary bank, First Carolina Bank (the “Bank”), the Company hereby awards to the Holder [_______] shares of the Company’s Common Stock (the “Restricted Shares”).  The Holder hereby accepts the Restricted Shares subject to the restrictions and conditions set forth in this Agreement and the Plan.

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FIRST AMENDMENT TO THE FIRST CAROLINA FINANCIAL SERVICES, INC. 2020 EQUITY INCENTIVE PLAN

WHEREAS, the Board of Directors of First Carolina Financial Services, Inc. (the “Company”) deems it to be in the best interests of the Company to amend, and has approved the amendment of, the First Carolina Financial Services, Inc. 2020 Equity Incentive Plan (the “Plan”) in order to increase the number of authorized, but unissued, shares of the Company’s common stock issuable for awards under the Plan, all as set forth in this First Amendment to the Company 2020 Equity Incentive Plan (this “Amendment”); and

WHEREAS, the Company’s shareholders approved this Amendment to the Plan at the Company’s 2023 annual meeting of shareholders;

NOW, THEREFORE, the Plan shall be amended as follows.

	1.	The definition of “Plan Pool” under Article I of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:

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FIRST CAROLINA FINANCIAL SERVICES, INC.

2020 EQUITY INCENTIVE PLAN

THIS 2020 EQUITY INCENTIVE PLAN of First Carolina Financial Services, Inc., a North Carolina corporation with its principal office in Rocky Mount, North Carolina, sets forth the terms and conditions under which Options and Restricted Stock may be granted from time to time to Eligible Employees and Directors, subject to the following provisions:

ARTICLE I

DEFINITIONS

The following terms shall have the meanings set forth below. Additional terms defined in this Plan shall have the meanings ascribed to them when first used herein.

Board. The Board of Directors of First Carolina Financial Services, Inc.

Change in Control Transaction. Any transaction that would be deemed a “change in control event” with respect to the Company pursuant to Section 409A, without giving effect to any elective provisions thereunder.

Code. The Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

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Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 19, 2026, is entered into by and among Mobix Labs, Inc., a Delaware corporation (the “Company”), and Kips Bay Select LP, a limited partnership organized under the laws of the State of Delaware, or registered assigns (the “Investor” Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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Exhibit 10.4

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2026, between Mobix Labs, Inc., a Delaware corporation (the “Company”), and Kips Bay Select LP, a limited partnership organized under the laws of the State of Delaware (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 2,000 shares of Series A 10% Convertible Preferred Stock of the Company (the “Preferred Shares”), together with a Preferred Stock Purchase Warrant pursuant to which the Purchaser may purchase additional shares of Series A 10% Convertible Preferred Stock from time to time, all as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

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Exhibit 10.3

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this “Agreement”) is dated as of 13, 2026 (the “Effective Date”), by and between Mobix Labs, Inc., a Delaware corporation (the “Company”), and Leviston Resources, LLC, a Delaware limited liability company (including its successors and permitted assigns, the “Investor”). The Company and the Investor are each referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

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Exhibit 10.3

AMENDMENT TO

PHANTOM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

This Amendment to PHANTOM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made as of May 20, 2026 (the “Amendment Effective Date”), by and among ChronoScale Corporation, a Nevada corporation f/k/a Ekso Bionics Holdings, Inc. (the “Company”) and Jason Jones (the “Grantee”). Unless otherwise provided herein, all capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Phantom Performance-Based Restricted Stock Unit Agreement, entered into as of the 5th day of November, 2025 (the “Original Agreement”).

RECITALS

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Exhibit 10.2

AMENDMENT TO

PHANTOM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

This Amendment to PHANTOM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made as of May 20, 2026 (the “Amendment Effective Date”), by and among ChronoScale Corporation, a Nevada corporation f/k/a Ekso Bionics Holdings, Inc. (the “Company”) and Jerome Wong (the “Grantee”). Unless otherwise provided herein, all capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Phantom Performance-Based Restricted Stock Unit Agreement, entered into as of the 5th day of November, 2025 (the “Original Agreement”).

RECITALS

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Exhibit 10.1

AMENDMENT TO

PHANTOM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

This Amendment to PHANTOM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Amendment”) is made as of May 20, 2026 (the “Amendment Effective Date”), by and among ChronoScale Corporation, a Nevada corporation f/k/a Ekso Bionics Holdings, Inc. (the “Company”) and Scott Davis (the “Grantee”). Unless otherwise provided herein, all capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Phantom Performance-Based Restricted Stock Unit Agreement, entered into as of the 5th day of November, 2025 (the “Original Agreement”).

RECITALS

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Exhibit 10.2

FIRST AMENDMENT

TO

SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is made and entered into as of May 19, 2026 by and among Cenntro Inc., a Nevada corporation (the “Company”), and each of the purchasers (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”, and together with the Company, the “Parties”) identified on the signature pages to that certain Securities Purchase Agreement, dated as of May 12, 2026 (the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

RECITALS:

A. WHEREAS, the Company and the Purchasers entered into the Purchase Agreement, which sets forth the Parties’ rights and obligations with respect to the transactions contemplated thereby;

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